In brief: In an SA, the accounts and the management report must be available to the statutory auditor at least 60 days before the notice of meeting (Art. 173 of Law 17-95). The special report on regulated agreements is filed at the registered office at least 15 days before the ordinary general meeting (Art. 174), which is held within six months of year-end (Art. 115; Art. 70 of Law 5-96 for the SARL). The statutory auditor may request anything, at any time (Art. 167). Preparation therefore starts in the autumn: documents by cycle, inventory, balance confirmations and written management representations.
The date of the general meeting is only the last in a series of interdependent legal deadlines. This article rebuilds the timeline for a financial year ending 31 December, lists the documents expected and describes, under the auditing standards applicable in Morocco, external confirmations and the representation letter. The general framework of the engagement is presented in our guide to the statutory audit in Morocco.
What the law allows the statutory auditor to do
The powers of the statutory auditor (commissaire aux comptes, CAC) are set by Law 17-95 on public limited companies (SA). For the SNC and the SARL (limited liability company), Articles 13 and 83 of Law 5-96 apply the provisions of Law 17-95 on the statutory auditor’s powers, obligations and liability, subject to the rules specific to these companies.
The engagement. A permanent engagement, “to the exclusion of any interference in management”: verifying the values, books and accounting documents, the compliance of the accounts with the applicable rules, the fairness of the management report and its consistency with the financial statements (états de synthèse), and equality between shareholders (Art. 166).
The auditor’s means. At any time of the year, the auditor carries out the checks deemed appropriate and obtains on site the relevant documents, “in particular all contracts, books, accounting documents and minute books”. The auditor may be assisted by staff whose names are disclosed to the company and may make enquiries at parent companies or subsidiaries. The auditor may question third parties that have carried out transactions on behalf of the company, but obtains their documents only with the authorisation of the president of the court ruling in summary proceedings (Art. 167).
Professional secrecy. It cannot be invoked against the auditor, except by officers of the court (Art. 168). The statutory auditor and staff are themselves bound by it (Art. 177).
What the auditor reports. The auditor informs the board of directors or the management board of the checks performed, the items to be amended, the irregularities found and the facts that appear to constitute offences (Art. 169). The auditor is invited to the board meeting that approves the accounts and to all general meetings (Art. 170).
Obstruction is penalised. Knowingly obstructing the auditor’s checks or refusing to disclose documents is punishable by one to six months’ imprisonment and a fine of 6,000 to 30,000 MAD, or by one of these penalties (Art. 406), a penalty extended to SARL managers by Article 104 of Law 5-96.
The timeline of an engagement for a financial year ending 31 December
Legal deadlines, as a backward schedule
The starting point is the date of the general meeting; you then work backwards. Example (assumption): company X, 2026 financial year ending 31 December 2026, general meeting set for 25 June 2027, notice of meeting planned for 5 June 2027.
| Step | Legal basis | SA (assumption) | SARL (assumption) |
|---|---|---|---|
| Inventory of assets and liabilities, at year-end | Art. 5 Law 9-88 | 31/12/2026 | 31/12/2026 |
| Accounts approved by the board, statutory auditor invited | Art. 170 Law 17-95 | Before 06/04/2027 | Accounts prepared by the manager (Art. 70 Law 5-96) |
| Financial statements and management report available to the statutory auditor | Art. 173 Law 17-95 | 06/04/2027 at the latest (60 days before the notice of 05/06) | No equivalent deadline found in Law 5-96: to be agreed with the statutory auditor |
| Special report on regulated agreements | Art. 174 Law 17-95 | Filed at the registered office by 10/06/2027 at the latest | Report presented by the manager or by the statutory auditor (Art. 64 Law 5-96) |
| Documents made available to partners or shareholders | Art. 141 Law 17-95; Art. 70 Law 5-96 | At least during the 15 days preceding the ordinary general meeting, statutory auditor’s report included | Documents and statutory auditor’s report sent at least 15 days before the meeting |
| Approval meeting | Art. 115 Law 17-95; Art. 70 Law 5-96 | 25/06/2027 (deadline: 30/06/2027) | 25/06/2027 (deadline: 30/06/2027) |
| Filing of the financial statements and statutory auditor’s report with the court registry | Art. 158 Law 17-95; Art. 95 Law 5-96 | 25/08/2027 (2 months) | 25/07/2027 (thirty days) |
The Article 173 period runs from the notice of meeting, not from the meeting itself: in the example, the approved accounts are handed to the statutory auditor more than two and a half months before the ordinary general meeting. The six-month period may be extended only once, for the same length of time, by order of the president of the court, at the request of the board of directors or the supervisory board (Art. 115).
The phases of the engagement
The breakdown below follows the approach of the auditing standards applicable in Morocco (SME auditing standards manual of the Ordre des experts-comptables). The periods are indicative and are agreed with the statutory auditor.
| Phase | Indicative period | What the company prepares |
|---|---|---|
| Engagement letter | Before work starts | Signed letter: nature and scope of the engagement, accounting framework, management’s responsibilities (§ 3.1) |
| Understanding the entity and internal control | October to November | Organisation chart, procedures, access to the accounting system, minutes for the year (§ 3.2 and 3.3) |
| Physical inventory | Late December | Written counting instructions, teams, date communicated to the statutory auditor (§ 3.4.3.1) |
| External confirmations | At year-end | Lists of third parties, addresses, aged balances (§ 3.4.3.2) |
| Audit of the accounts | After approval of the accounts, January to March | Final trial balance, supporting files by cycle |
| Reports | Before the deadlines in Art. 141 and 174 | Representation letter, final management report, list of agreements |
The engagement letter “should be finalised and signed before work starts” and revised when circumstances change, for example a change of directors or in the ownership of the share capital (§ 3.1). The company’s side of the year-end close is detailed in our annual accounting close checklist.
Documents requested, cycle by cycle
The statutory auditor may request any relevant document (Art. 167). Here are the usual requests, to be prepared before the auditor arrives.
| Cycle | Documents to prepare |
|---|---|
| Sales and receivables | Aged balance at 31/12, reconciliation of subsidiary ledger and general ledger, year-end invoices and credit notes, delivery notes around year-end, analysis of doubtful receivables and provisions |
| Purchases and payables | Aged balance, invoices not yet received, reconciliation of supplier statements, significant purchase contracts |
| Inventories | Counting instructions and count sheets, valued inventory listing, valuation method, list of inventories held by third parties, analysis of slow-moving or impaired inventories |
| Fixed assets | Schedule of fixed assets and depreciation, acquisition invoices, disposal deeds, physical inventory report |
| Cash | Bank statements at 31/12, reconciliation statements, list of open accounts and signatories, loan agreements and repayment schedules, cash count report |
| Payroll and social | Payroll ledger, reconciliation of payroll and accounting, social security returns, executives’ contracts, calculation of paid leave and termination benefits |
| Tax | Returns for the year, reconciliation of accounting profit to taxable profit, tax audit or reassessment notices, schedule of instalments |
| Legal | Up-to-date articles of association, registers and minutes of the board and general meetings, significant contracts, list of disputes, list of regulated agreements |
| Equity | Minutes on the appropriation of the previous year’s result, deeds amending the share capital, statement of changes in equity |
Law 9-88 sets the baseline: an inventory at least once per financial year, at its end (Art. 5), an inventory book in which the balance sheet and the income statement are transcribed (Art. 6), and retention of accounting documents and supporting documents for ten years (Art. 22). For fixed assets, the counting method is described in our guide to the physical inventory of fixed assets. For agreements between the company and its directors, see regulated agreements.
External confirmations (circularisation)
“Circularisation” means external confirmation, or direct confirmation from third parties: the statutory auditor obtains from a customer, supplier, bank or lawyer a written reply addressed directly to the auditor.
Who decides, who sends
The SME auditing standards manual (§ 3.4.3.2) reserves control of the procedure for the auditor: the auditor determines the information to be confirmed, selects the third parties, designs the requests while checking that they go to the right recipient and that the replies will come back directly, then sends them and follows them up. The manual does not say who signs the request addressed to a customer or supplier. For the company’s lawyer, the letter is “prepared by management and sent by the auditor” (§ 3.4.3.1).
The company therefore provides reliable lists (aged balances, addresses, contacts) and signs the requests if the statutory auditor suggests it. It does not receive the replies.
What to do with non-replies and differences
- No reply: the auditor performs alternative procedures to obtain relevant and reliable audit evidence (§ 3.4.3.2). In practice, the company must be able to show what supports the balance: invoices, delivery notes, receipts or payments after year-end.
- Difference: the auditor investigates to determine whether it reveals a misstatement. A reconciliation of the reply with the account, prepared by the accounting team, speeds up this work.
- Negative confirmations (the third party replies only if it disagrees): they provide less evidence and are sufficient on their own only under cumulative conditions, including a low assessed risk and a large number of homogeneous small balances.
Management’s refusal. If management refuses to allow a request to be sent, the auditor asks for the reasons and performs alternative procedures. If the refusal is unreasonable or these procedures are insufficient, the auditor informs those charged with governance and considers the implications for the audit opinion (§ 3.4.3.2). A refusal must therefore be justified, for example by an ongoing dispute with the third party.
For inventories held by a third party, the manual provides for confirmation of quantities or an inspection (§ 3.4.3.1). Banks, as depositaries of funds, cannot invoke professional secrecy against the statutory auditor where the deposits relate directly to the documents the auditor is reviewing (Art. 168).
Written management representations (representation letter)
The SME auditing standards manual (§ 6.1) describes the “written representation letter”. It is requested from the persons responsible for preparing the financial statements, generally management, and where applicable from those charged with governance. Management commits to it as soon as the engagement letter is signed.
Its content. Management states, to the best of its knowledge, that it has fulfilled its responsibility for preparing the financial statements and that the information provided is complete. The auditor also requests representations on related parties and their transactions, actual or suspected fraud, non-compliance with laws and regulations, going concern, events after the reporting date, significant commitments and contingencies, transactions without consideration and compliance with Law No. 43-05 on money laundering. Lawsuits and disputes are added (§ 3.4.3.1).
Its date. It is obtained “as close as possible to the date of the audit report on the financial statements, but not after it”. It does not replace the other audit procedures. The CFO therefore reviews each representation before signing: an incomplete list of related parties commits management.
Five causes of delay on the company’s side
- Accounts approved too late. A trial balance still changing in April misses the Article 173 deadline and pushes everything else back.
- Unsupported balances. Suspense account, difference between subsidiary ledger and general ledger, incomplete bank reconciliation: the statutory auditor redoes analyses the company should have delivered.
- A poorly prepared inventory count. Without written instructions or a clear year-end cut-off of goods in and out, the physical observation loses its value and alternative procedures lengthen the engagement.
- Unusable lists of third parties. Outdated addresses, unmatched balances: confirmations come back late or not at all.
- Agreements and disputes not identified. An agreement discovered in June blocks the special report, due 15 days before the ordinary general meeting (Art. 174), and the representation letter.
The misstatements the statutory auditor most often identifies at the end of the engagement are detailed in our article on accounting errors that trigger qualifications.
Points to watch
- Do not confuse the deadlines. 60 days before the notice of meeting for the statutory auditor (Art. 173), 15 days before the ordinary general meeting for the special report (Art. 174), six months to approve, extendable once (Art. 115).
- The board meeting approving the accounts. The statutory auditor must be invited to it (Art. 170). The practical organisation of this meeting and of the general meeting is described in our guide to the annual ordinary general meeting.
- The three possible outcomes of the report. Certification, qualified certification or refusal, with reasons given in the last two cases (Art. 175). See the statutory auditor’s report with qualifications.
- Internal control deficiencies. The statutory auditor communicates significant deficiencies in writing to those charged with governance (manual, § 4.1). How to address them is the subject of our article on internal control in SMEs.
- Documents held by third parties. The statutory auditor obtains them only with the authorisation of the president of the court (Art. 167): the company has an interest in holding its own contracts and statements.
The course of a statutory audit engagement, from appointment to report, is presented on our page on statutory audit and the statutory auditor’s engagement.
Frequently asked questions
How long before the general meeting must the statutory auditor receive the accounts?
In an SA, the financial statements and the management report are made available to the auditor at least sixty days before the notice of the annual general meeting (Art. 173 of Law 17-95). The period runs from the notice of meeting, not from the date of the meeting.
Can the statutory auditor come during the financial year?
Yes. The auditor carries out the checks deemed appropriate at any time of the year and may obtain on site all relevant documents, in particular contracts, books, accounting documents and minute books (Art. 167 of Law 17-95).
What happens if a customer does not reply to the confirmation request?
Under the auditing standards applicable in Morocco (SME auditing standards manual, § 3.4.3.2), the auditor performs alternative audit procedures to obtain relevant and reliable audit evidence. The company must therefore be able to produce the documents that support the balance.
Who signs the representation letter?
The persons responsible for preparing the financial statements, generally management, and where applicable those charged with governance. It is obtained as close as possible to the date of the audit report, but not after it (SME auditing standards manual, § 6.1).
Can the company refuse to disclose a document to the statutory auditor?
No. Knowingly obstructing the auditor’s checks or refusing to disclose relevant documents on site is punishable by imprisonment of one to six months and a fine of 6,000 to 30,000 MAD, or by one of these two penalties (Art. 406 of Law 17-95, applicable to SARL managers through Art. 104 of Law 5-96).
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