In brief: A Moroccan SARL (limited liability company) must appoint at least one statutory auditor when its turnover, at the close of a financial year, exceeds MAD 50 million excluding taxes (Art. 80 of Law 5-96). The term of office is three financial years (Art. 163 of Law 17-95, through the cross-reference in Art. 13 and 83 of Law 5-96). Before the term ends, the law provides for challenge, removal by the court and resignation. A manager who fails to arrange the appointment faces one to six months’ imprisonment and a fine of MAD 10,000 to 50,000 (Art. 403 of Law 17-95, through Art. 104 of Law 5-96). The law does not say what happens if turnover falls back below the threshold.
The role and duties of the statutory auditor (commissaire aux comptes, CAC) are set out in our guide to the statutory audit in Morocco and in the article on the role of the statutory auditor. This article deals only with the decisions of the manager or the CFO: when to appoint, at which meeting, for how long, and how to change auditor.
Who must appoint a statutory auditor, by legal form
| Legal form | Obligation | Below the threshold | Text |
|---|---|---|---|
| SA (public limited company) | Always; at least two statutory auditors for companies making public offerings, banks, credit, investment, insurance, capitalisation or savings companies | Not applicable | Art. 159 Law 17-95 |
| SARL | Turnover, at the close of a financial year, above MAD 50 million excluding taxes | Optional appointment by the shareholders; court appointment at the request of one quarter of the share capital | Art. 80 Law 5-96 |
| SNC (general partnership) | Same MAD 50 million threshold excluding taxes | Optional appointment by a majority of the partners; request by a partner to the president of the court | Art. 12 Law 5-96 |
| SCA (partnership limited by shares) | The ordinary general meeting appoints one or more statutory auditors | Not applicable | Art. 34 Law 5-96 |
| SAS (simplified joint-stock company) | Own rules, to be checked in the articles of association and in the law that governs it | Same | Outside Law 5-96 |
The rules of Law 17-95 on the conditions of appointment of statutory auditors, their incompatibilities, powers, obligations, liability, alternates, challenge, dismissal and remuneration apply to the SNC (Art. 13 of Law 5-96) and to the SARL (Art. 83), subject to their own rules. This cross-reference brings into the SARL most of the rules written for the public limited company.
How to read the Article 80 threshold
Article 80, paragraph 2, of Law 5-96 covers SARLs “whose turnover, at the close of a financial year, exceeds the amount of fifty million dirhams, excluding taxes”.
- Turnover alone, excluding taxes. The law takes into account neither total assets, nor headcount, nor share capital. An SARL with MAD 55 million including taxes and MAD 49 million excluding taxes remains below the threshold.
- At the close of a financial year. A single financial year is enough; the law does not require several consecutive years above the threshold.
- “Exceeds”. Turnover equal to MAD 50 million excluding taxes does not trigger the obligation.
What the law does not say. Article 80 creates the obligation but sets neither a date nor a deadline for the appointment. In practice, the appointment is made at the annual meeting that follows the close of the financial year in which the threshold was crossed. Nor does the law provide a rule for an SARL whose turnover falls back below MAD 50 million excluding taxes, and Law 5-96 does not make this fall a ground for ending the current term of office. The matter is for the shareholders to deal with in a meeting, in particular when the term expires: voluntary renewal (Art. 80 para. 1) or non-renewal, with the decision recorded in the minutes.
Key takeaways:
- The threshold in Art. 80 of Law 5-96 relates only to turnover excluding taxes, assessed at the close of a financial year; one financial year is enough.
Example: an SARL that crosses the threshold in 2025
Assumptions. Company X, an SARL, closes its accounts on 31 December. Turnover: MAD 46 million excluding taxes in 2024, MAD 53 million excluding taxes in 2025. It has never had a statutory auditor.
| Step | Date in the example | Basis |
|---|---|---|
| 2025 year end: MAD 53 million excluding taxes, threshold exceeded | 31/12/2025 | Art. 80 para. 2 Law 5-96 |
| Choice of statutory auditor, check of incompatibilities | January to April 2026 | Art. 160 and 161 Law 17-95 |
| Documents and resolutions, including the appointment, sent to the shareholders | At least 15 days before the meeting | Art. 70 Law 5-96 |
| Meeting that approves the 2025 accounts and appoints the statutory auditor | No later than 30/06/2026 | Art. 70 and 80 Law 5-96 |
| Financial years covered (common reading) | 2026, 2027, 2028 | Art. 163 Law 17-95 |
| End of duties | After the meeting that rules on the 2028 accounts | Art. 163 Law 17-95 |
Two points remain to be decided, in the absence of any text. Law 5-96 does not say whether the 2025 accounts, those in which the threshold was crossed, must themselves be certified. Article 163 refers to “three financial years” without saying which one starts the count. The appointment resolution must therefore settle both points explicitly. The course of the engagement is detailed in the article on preparing for the statutory auditor’s engagement.
Who decides on the appointment
The shareholders. Article 80, paragraph 1, refers to the second paragraph of Article 75: shareholders representing at least three quarters of the share capital. Paragraph 2, which creates the obligation, does not set a different majority. Notice and quorum are covered in our article on the SARL general meeting.
The sole shareholder. The sole shareholder exercises the powers vested in the shareholders’ meeting (Art. 44 of Law 5-96) and approves the accounts, where applicable after the statutory auditor’s report, within six months of the year end (Art. 76). The sole shareholder therefore makes the appointment alone; the decision is recorded in the register provided for in Article 76.
The president of the court, failing that. If the meeting does not make the appointment, Article 165 of Law 17-95 provides for an appointment by order of the president of the court, ruling in summary proceedings, at the request of any shareholder (actionnaire), that is, any SARL shareholder (associé) through the cross-reference in Article 83. This engagement ends when the meeting has made the appointment.
Who can be appointed
The statutory auditor must be registered on the roll of the Order of Chartered Accountants (Art. 160 of Law 17-95). Article 161 excludes, in particular, founders and contributors in kind, their spouses, ascendants and descendants up to the 2nd degree, as well as (3°) those who receive remuneration from the company for a service likely to impair their independence or who perform duties that place them in a position to give an opinion on documents, valuations or positions “that they would have helped to prepare”.
Item 3° matters for an SARL that crosses the threshold: the firm that keeps its books or prepares its financial statements (états de synthèse) would have to certify documents it helped to prepare. Two separate service providers are therefore needed. Two chartered accountants from the same firm cannot both be statutory auditors of the same company either. An incompatibility arising during the term of office requires the auditor to stop immediately and to inform the company no later than fifteen days afterwards (Art. 161).
Article 162 imposes a five-year waiting period on former directors, chief executive officers or management board members of an SA. It covers SA positions; as a precaution, a former manager of the SARL should not be proposed within that period.
Term of office: three financial years
Through the cross-reference in Articles 13 and 83 of Law 5-96, Article 163 of Law 17-95 applies: the statutory auditor is appointed for three financial years and the auditor’s duties end after the meeting that rules on the accounts of the third financial year. The article contemplates renewal when the duties expire and sets a maximum duration only for companies making public offerings: no more than 12 years of certification, followed by a four-year prohibition. This rotation does not apply to the SARL.
The statutory auditor named in the articles of association. For the SA, the first statutory auditors may be named in the articles of association or in a separate deed forming part of them, taking office on registration (Art. 20 of Law 17-95); their duties may not then exceed one financial year (Art. 163). Law 5-96 also refers to “the first statutory auditors named in the articles of association” (Art. 97). An SARL in this situation must plan an appointment by the meeting as soon as the first financial year has ended.
Changing statutory auditor
The law does not provide for the meeting to end a current term of office on its own initiative. The available routes are those of Law 17-95, applied to the SARL through the cross-reference in Articles 13 and 83 of Law 5-96.
| Route | Who acts | Condition and deadline | Text |
|---|---|---|---|
| Non-renewal | The meeting, when the term expires | The statutory auditor is heard by the meeting on request | Art. 163 |
| Challenge | Shareholders representing at least 5% of the share capital, before the president of the court (summary proceedings) | Legitimate grounds; reasoned request within 30 days of the appointment, failing which it is inadmissible | Art. 164 |
| Removal | The president of the court (summary proceedings), at the request of the management body, of shareholders representing at least 5% of the share capital or of the meeting | Misconduct or incapacity | Art. 179 |
| Resignation | The statutory auditor | Document setting out the reasons, submitted to the company and to the next meeting; if the meeting makes no appointment within 60 days, appointment by the president of the court | Art. 179 bis |
If the challenge succeeds, the statutory auditor appointed by the president remains in office until a new statutory auditor is appointed by the meeting (Art. 164). Removal is ordered by the judge, not by the meeting (Art. 179). Article 13 of Law 5-96 does not expressly mention resignation: the application of Article 179 bis to the SARL rests on the general cross-reference to the conditions of appointment.
In all cases, the statutory auditor appointed as a replacement remains in office only for the remainder of the predecessor’s term (Art. 163).
Key takeaways:
- A challenge requires at least 5% of the share capital and a reasoned request within 30 days of the appointment (Art. 164 of Law 17-95); removal for misconduct or incapacity is a matter for the president of the court (Art. 179).
- After a resignation, the meeting has 60 days to appoint a successor, failing which the president of the court does so (Art. 179 bis).
Penalties for failure to appoint
Criminal penalty for the manager. Article 403 of Law 17-95 punishes with imprisonment of one to six months and a fine of MAD 10,000 to 50,000, or only one of these penalties, officers who failed to arrange the appointment of the statutory auditors. The same fine applies to those who failed to invite them to the meetings at which their report is required. Article 104 of Law 5-96 applies it to managers if the company is required to appoint a statutory auditor: an SARL below the threshold that has appointed a statutory auditor voluntarily is not covered.
Nullity. In the SA, resolutions passed without the regular appointment of the statutory auditor are null and void, unless expressly confirmed by a meeting on the report of a regularly appointed statutory auditor (Art. 178 of Law 17-95). Law 5-96 does not expressly repeat this rule, but provides that a resolution passed without the documents and, where applicable, the statutory auditor’s report being sent to the shareholders at least fifteen days before the meeting may be annulled (Art. 70).
Filing at the court registry. Officers who do not file the documents within the legal deadlines are liable to a fine of MAD 10,000 to 50,000 (Art. 108 of Law 5-96).
Key takeaways:
- The manager of an SARL required to appoint a statutory auditor who fails to arrange the appointment faces one to six months’ imprisonment and a fine of MAD 10,000 to 50,000 (Art. 403 of Law 17-95, Art. 104 of Law 5-96).
Once the statutory auditor is appointed
- Statutory auditor’s report: sent to the shareholders with the accounts and the resolutions at least fifteen days before the meeting (Art. 70 of Law 5-96). Its possible outcomes are described in the article on the qualified statutory auditor’s report.
- Regulated agreements: report presented to the meeting by the manager or, where applicable, by the statutory auditor (Art. 64 of Law 5-96).
- Filing at the court registry: two copies of the financial statements with a copy of the statutory auditor’s report, within thirty days of approval (Art. 95 of Law 5-96).
- Internal procedures: reviewed by the statutory auditor; an assessment is proposed in the article on internal control in SMEs.
A conversion of the SARL into an SA makes the statutory auditor mandatory regardless of turnover (Art. 159 of Law 17-95). The course of a statutory audit engagement is presented on the audit and statutory audit page.
Points to watch
- Turnover excluding taxes, at the year end: the sole criterion in Article 80 of Law 5-96.
- Firm that prepares the accounts: incompatible with the statutory auditor’s engagement (Art. 161-3° of Law 17-95).
- Deadlines: 30 days for a challenge (Art. 164), 60 days after a resignation (Art. 179 bis).
- Falling back below the threshold: to be dealt with in a meeting, in the absence of a written rule.
Frequently asked questions
Above what turnover must an SARL appoint a statutory auditor in Morocco?
When its turnover, at the close of a financial year, exceeds MAD 50 million excluding taxes (Art. 80 of Law 5-96). The threshold is assessed excluding taxes and at the close of a financial year.
When must the statutory auditor be appointed after the threshold is exceeded?
The law sets the obligation but not the exact date of appointment. In practice, the appointment is placed on the agenda of the meeting that approves the accounts of the financial year in which the threshold was exceeded, held within six months of the year end (Art. 70 of Law 5-96).
What is the term of office of an SARL’s statutory auditor?
Three financial years, through the cross-reference in Articles 13 and 83 of Law 5-96 to Article 163 of Law 17-95. The auditor’s duties end after the meeting that rules on the accounts of the third financial year.
What happens if turnover falls back below MAD 50 million?
The law does not say. It does not make a fall in turnover a ground for ending the current term of office. The matter is for the shareholders to deal with in a meeting, in particular when the term expires.
Can the statutory auditor be changed during the term of office?
The law provides for a challenge on legitimate grounds within 30 days of the appointment (Art. 164 of Law 17-95), removal for misconduct or incapacity by the president of the court (Art. 179) and resignation of the auditor (Art. 179 bis). The replacement remains in office only for the remainder of the term (Art. 163).
What penalty does a manager face for failing to have a statutory auditor appointed?
Imprisonment of one to six months and a fine of MAD 10,000 to 50,000, or only one of these penalties (Art. 403 of Law 17-95, applicable to managers of SARLs required to appoint a statutory auditor under Art. 104 of Law 5-96).
READ ALSO:
- Statutory audit in Morocco: complete guide
- Preparing for the statutory auditor’s engagement
- SARL general meeting in Morocco: notice, quorum and minutes
