Sale of SARL shares in Morocco: all the steps!
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Paperwork
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Directorate General of Taxes (DGI)
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The Commercial Court
To bring a partner into or out of a SARL, it is essential to carry out administrative procedures. In particular, it is necessary to establish a contract for the transfer of shares in the SARL and to approve the new partner at the General Assembly. This contract must be registered for tax purposes and filed with the registry of the Commercial Court.
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Drafting of the deed of transfer of shares of SARL and the minutes of the General Assembly
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Registry registration
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100% online service
The formalities for the sale of shares in a SARL include:
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Obtaining approval (for certain cases);
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The drafting of a deed of transfer;
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The modification of statutes for the update;
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payment of fees;
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Tax registration;
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The taxation of capital gains.
Good to know : In order to facilitate the procedures and to be able to comply with the legislation in force, the use of a chartered accountant is important. A chartered accountant is a liberal professional whose activity is governed by la law (15-89). To exercise his activity, a chartered accountant must beregistered on the board of the Order of Chartered Accountants.
You answer a few questions sent to your inbox
A formalist creates your documents and sends them to you for validation
We register the assignment at the Registry of the Commercial Court
How it works?
If these formalities seem complicated to you, you can entrust the processing of your file de sale of shares in a SARL atLEC.ma.
After you have completed an online form, a formalist proceeds with the modification of the articles of association and the notification of the deed of transfer of shares accompanied by the updated articles of association at the court registry of business .
The stages of the transfer of shares of a SARL in Morocco
The stages of the sale of SARL shares are as follows:
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Notification to shareholders of the sale of shares
The transferring partner must notify the partners of his wish to transfer his shares in the SARL by registered letter with acknowledgment of receipt.
2. The convocation of the partners of the SARL
The manager of the SARL must convene the partners. In order to sell SARL shares, the buyer or the heir must obtain the approval of the majority shareholders during an extraordinary general meeting (AGE).
3. Completion of the deed of transfer of SARL shares
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The deed of transfer of shares must be drawn up under private signature or by notarial deed. It should contain:
- the identity of the seller and the buyer;
- the number of shares transferred and the unit price of these shares;
- the total price of the sale;
- the approval of the partners.
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The status update
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Legalization of signatures
Documents required:
- Originals of the minutes of the EGM deciding the transfer of shares signed;
- Original signed transfer deeds;
- 4 originals of the model declaration 4/1 signed;
- Originals of updated statutes.
4. Registration of the deed
The deed of transfer of SARL shares must first be registered with the tax department and a copy must be kept at the registered office of the SARL.
Documents required:
- Originals of the minutes of the EGM deciding the transfer of shares signed and legalized;
- Original signed and legalized transfer deeds;
- 1 original of the declaration model 4/1 signed and legalized.
5. The modification of the statutes
The modification of the statutes consists of:
- Convening of an extraordinary general meeting;
- Drafting of minutes;
- Publication in a newspaper of legal announcements;
- Submission of a file to the registry of the commercial court.
6. Registration of the deed at the registry of the commercial court
The sixth step concerns the registration of the deed of transfer of SARL shares at the registry of the commercial court.
Asked documents :
- 1 original of the minutes of the EGM deciding the transfer of shares signed, legalized and registered, and a simple copy to be sealed and certified by the Registrar.
- 1 original of the deed of transfer signed, legalized and registered and a simple copy to be sealed and certified by the Registrar.
- 1 original of the 4/1 model declaration signed and legalized and two simple copies to be sealed and certified by the Registrar.
7. Publication in BO and JAL
The purpose of this step is to make the transfer of shares public and official by publishing the announcement in the Official Bulletin and the Journal d'Annonces Légales.
Official Bulletin :Announcement written in Arabic
Legal Notice Journal:Announcement written in French
Our firm accompanies you in all your administrative procedures including that of the transfer of shares of a SARL.
Who are we?
LEC.maa company of Chartered Accountants and Statutory Auditors registered on the Roll of the Order of Chartered Accountants in Morocco.
Whether you are a business manager, a liberal professional or an association manager, alone or at the head of a team, whatever your field of activity,LEC.mais on hand to identify and respond to your needs.
From the creation to the transmission of your company, we are your partner in all situations, whether it concerns daily management, moments of difficulty or the most ambitious projects.
Our services
SOCIAL
An expert accompanies you on the administration of your payroll & social declarations and advises you in your personnel management procedures.
LEGAL
Our role is to explain your rights and obligations to you, and to advise you in your decisions and actions.
Need more info ? Contact us
If you need assistance, do not hesitate to contact us.
