In brief: The IGOC 2026 regulates Moroccan investment abroad with a ceiling of 200 MDH per year for legal entities meeting the eligibility conditions (3 years of activity, accounts certified by a statutory auditor). ADD-labeled startups benefit from a derogatory regime of 10 MDH/year. The IGOC 2026 also carries over the employee shareholding regime (Art. 185-188).
Attracting foreign capital is only one side of Morocco’s international openness. More and more Moroccan companies invest abroad, to set up subsidiaries, take stakes or build strategic partnerships. The exchange control regulations frame this movement, with eligibility conditions, ceilings and repatriation obligations.
The IGOC 2026, in its Chapter IV, section 2 (Art. 178-188), sets out the regime for Moroccan investments abroad (IME).
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Eligibility Conditions for Legal Entities (Art. 178-181)
Three Cumulative Conditions
To invest abroad, a Moroccan legal entity must meet three cumulative conditions:
- Demonstrate at least 3 years of activity;
- Have accounts certified without qualification by a statutory auditor (CAC): the bank requires a statutory auditor’s certificate certifying “without qualification” the accounts for the fiscal year preceding the year of the investment;
- Demonstrate a connection with the business: the foreign investment must be related to the company’s activity, aim to consolidate and develop that activity, and must not involve financial placements or real estate.
These conditions aim to ensure that only financially solid and structured companies access the international market.
Investment Types Authorized
The IGOC 2026 (Art. 180) provides for three forms of investment: setting up companies, acquiring a stake of at least 10% in the capital of a non-resident entity, and opening liaison or representative offices or branches. The following, among others, remain subject to prior authorization from the Exchange Office: transactions carried out by resident holding companies or targeting a foreign holding company, acquisitions of real estate, absorption of accumulated losses, capital reductions of companies held abroad, and direct or indirect investments in Morocco. These investments may take the form of:
- Capital contributions, including share premiums, for the creation or participation in the capital of foreign companies;
- Loans and shareholder current account advances (CCA) to foreign companies in which the Moroccan investor holds a stake, under a written agreement and remunerated at market terms (to be repatriated within a maximum of 5 years, unless converted into capital);
- Acquisitions of stakes giving at least 10% of the capital of a foreign company, with the aim of establishing a lasting economic interest;
- Fund allocations for the equipment and operating costs of liaison or representative offices or branches.
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Ceilings and Authorizations (Art. 180-181)
200 MDH per Year Ceiling
Banks are authorized to transfer, on behalf of eligible legal entities, up to 200 million dirhams (MDH) per legal entity and per calendar year, without prior authorization from the Exchange Office, including company formation and stake acquisition costs. Transfers must be made progressively as the projects advance and according to the actual needs of the entities set up abroad.
Beyond 200 MDH: Exchange Office Authorization
For investments exceeding the 200 MDH ceiling, prior authorization from the Exchange Office is required; the Office rules on each application on a case-by-case basis.
The composition of the application file is not set by the IGOC 2026; the Exchange Office rules on a case-by-case basis.
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Repatriation Obligation (Art. 182)
Repatriation Principle
Moroccan investors abroad are subject to a repatriation obligation for income from their investments (dividends, interest, management fees) as well as disposal or liquidation proceeds. Repatriation and sale on the foreign exchange market must take place within 30 days from the payment date. Loans and shareholder current account advances must be repatriated within a maximum of 5 years from when they were granted, unless converted into capital.
Authorized Reinvestment
The IGOC 2026 authorizes full or partial reinvestment abroad of the proceeds from the disposal or liquidation of investments, under the conditions of Art. 179 to 181 (eligibility conditions, forms and annual ceiling). Income, however, must be repatriated.
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Derogatory Regime for ADD-Labeled Startups (Art. 184)
Easier International Access
The IGOC 2026 introduces a derogatory regime for startups labeled by the Agence de Développement du Digital (ADD). These companies benefit from relaxed conditions:
- Ceiling of 10 MDH per calendar year for investments abroad related to the business, upon presentation to the bank of the ADD label certificate and the investment form (Appendix 9); income and disposal proceeds must be repatriated within 30 days;
- Exemption from the 3-year activity condition and statutory auditor certification;
- Where the startup has a firm funding commitment from foreign investors, its founders (and its investors) may set up entities under foreign law by contributing all or part of their shares in the startup.
This regime recognizes the specificities of Moroccan tech startups that need rapid international presence to capture markets, while maintaining prudential oversight through the 10 MDH ceiling.
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Individuals: Employee Shareholding (Art. 185-188)
Stock Options and Free Share Awards
Active resident employees of a Moroccan company held, directly or indirectly, at least 51% by a foreign company may take a stake in the capital of that foreign company. The IGOC 2026 also covers qualifying shares held by residents who are directors or supervisory board members of foreign companies. It authorizes:
- The transfer abroad, within the limit of 10% of annual net salary (net of income tax, social security contributions and any other deduction) received in the year preceding the participation, for the acquisition of shares in the foreign parent company;
- The exercise of stock options (share purchase options) granted under the employment contract;
- Subscription to free share award (AGA) plans offered by the group.
The bank requires a form drawn up following the model in Appendix 10 of the IGOC (and, for qualifying shares, a copy of the subscription form). The Moroccan company must obtain from each subscribing employee an irrevocable power of attorney, signed and legalized, authorizing it to sell the shares or cancel the options and to repatriate the income and disposal proceeds; it repatriates these amounts as soon as they are collected and, when an employee leaves, sells their shares and repatriates the proceeds without delay.
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Documentary Obligations to Meet
Before the first transfer for each investment, the authorized intermediary bank requires (Art. 183):
- an information form on the investment drawn up following the model in Appendix 9 of the IGOC, together with any loan or shareholder current account advance agreements;
- the investment’s business plan;
- the operating budget for a liaison or representative office or a branch;
- a statutory auditor’s certificate certifying “without qualification” the accounts for the fiscal year preceding the year of the investment.
For subsequent transfers under the same investment, only the statutory auditor’s certificate (fiscal year preceding the year of the transfer) is required. ADD startups provide the label certificate and the Appendix 9 form.
These documents are kept by the bank, as well as by the investing company, in accordance with the Commercial Code rules on document retention (Art. 20 of the IGOC).
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Reference texts: Instruction Générale des Opérations de Change (IGOC) 2026 (PDF)
Frequently Asked Questions
Can a company under 3 years old invest abroad?
In principle, no. The 3-year activity condition is cumulative with statutory auditor certification. However, ADD-labeled startups are exempt from this condition and may invest up to 10 MDH per year abroad.
What happens if the repatriation obligation is not met?
Failure to repatriate and sell within 30 days of the payment date constitutes a violation of exchange control regulations, exposing the investor to the sanctions provided for by the applicable texts. It is essential to implement rigorous flow monitoring.
Can an employee combine stock options and free share awards?
Yes. The limit of 10% of annual net salary only applies to payments made from Morocco: it applies neither to free shares nor to stock options exercised through a simultaneous purchase and sale, where no payment is made from Morocco. For these stock options, only the capital gain must be repatriated. Both mechanisms are documented separately with the bank.
What is the role of the statutory auditor in this framework?
The statutory auditor certifies the company’s accounts, an essential condition for accessing the investment abroad regime. They issue the certificate certifying “without qualification” the accounts for the fiscal year preceding the year of the investment, which the bank requires for each transfer.
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