If these formalities seem complicated to you, you can entrust the processing of your file de transfer of registered office atLEC.ma.

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The formalities necessary for a transfer of registered office in Morocco 

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Transferring the registered office of a company is a decision that must follow a certain formalism. There are several steps to follow to successfully transfer the head office of your company to Morocco. These steps may vary depending on the transfer location.

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1. Transfer of the registered office to Morocco in the same department as that of the Commercial Court where the said company is registered (from the same jurisdiction)

 

• Decision making

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The first step is to make the decision to transfer the registered office. It is therefore necessary to decide on the principle of the transfer and the location of the new headquarters. 

 

• Act decision making

 

When the transfer of the registered office has been decided, it is advisable to write a report of the General Assembly including the decision of the registered office of the company with mention that the majority of the partners has accepted the transfer in principle and concerning the new place. The quorum and majority conditions are those necessary for the change of statutes (75% minimum). 

 

• Publish a legal notice

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Once the decision has been taken and recorded, it is necessary to publish the decision so that third parties can be aware of the new registered office. It is advisable to insert a legal announcement in a newspaper of legal announcements authorized in the department concerned.

 

• Update of the company's articles of association

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The transfer of the registered office requires the updating of the articles of association of the company. For this, it is necessary to modify the statutes in order to update them.

 

• Preparation of the file and transmission to the Registry

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When all these steps have been completed, all that remains is to prepare the registered office transfer file and send it to the Registry of the competent Commercial Court, which is responsible for processing the file and sending an updated Model J of the company  with the new address.

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The file must be complete to submit it to the Registry, otherwise the file is rejected with the obligation to complete it within 15 days. If this is not the case, the request is canceled and the formalities must be repeated from the beginning.

 

The registered office transfer file must include the following elements:​

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• 1 original of the Extraordinary General Meeting minutes including the decision of the company's head office

• 1 copy of this report certified true by the clerk of the Commercial Court

• 1 original of the business tax registration certificate

• 1 simple copy of this business tax certificate

• 1 original of the declaration (Model 4-1) signed and legalized by the manager

• 2 certified copies of this declaration

• 2 copies of the (recent) lease or rent or certificate of ownership, certified true by the clerk of the Commercial Court

• 1 simple copy of the identity of the applicant (the manager)

 

These documents must be sent to the Clerk of the Commercial Court of the department of the new head office (in the event that the head office changes department).

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2. Transfer of the registered office to Morocco outside the department of the Commercial Court on which the said company currently depends (outside the jurisdiction)

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The process of transferring the registered office outside the department of the Commercial Court on which the said company currently depends is the same as when the company remains in the same department. However, there is a difference that should be taken into account.

 

In effect, when the head office changes department, two legal announcements should be published: 

 

• A first legal announcementin a newspaper of authorized legal announcements in the department of the former head office; 

• A second legal announcementin a journal of the department of the new headquarters.

 

For the other stages of the transfer of registered office, they remain unchanged.

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The registered office transfer file must include the following elements: 

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• 1 original of the Extraordinary General Meeting minutes containing the decision of the company's registered office;

• 1 copy of this report certified true by the clerk of the Commercial Court;

• 1 original of the company's articles of association signed by all the partners with mention of the address of the new registered office;

• 1 copy of these articles of association certified true by the clerk of the commercial court;

• 1 copy of Model J from the former court on which the said company depended;

• 1 original of the business tax registration certificate;

• 1 single copy of this certificate;

• 2 copies of the CIN, resident card or passport of the manager;

• 1 original of the declaration (Model 2) signed and legalized by the manager;

• 2 copies of this statement certified true by the clerk of the Commercial Court; 

• 2 copies of the (recent) lease or rent or certificate of ownership, certified true by the clerk of the Commercial Court;

• 1 simple copy of the identity of the applicant (the manager)

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And the documents to be filed before the former head office court:  

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• 1 original of the Extraordinary General Meeting minutes including the decision of the company's head office

• 1 copy of this report certified true by the clerk of the Commercial Court

• 1 original of the declaration (Model 4-1) signed and legalized by the manager

• 2 certified copies of this same declaration

• 1 registration certificate issued by the secretary of the clerk where the company is transferred

• 1 simple copy of the identity of the applicant (the manager)

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