Contribution in kind in Morocco in 2026: equipment, software and intellectual property
A contribution in kind (apport en nature) consists of transferring to the company, in exchange for shares (parts sociales or actions), an asset other than a sum of money (equipment, building, business [fonds de commerce], software, patent, trademark, receivable), paid up in full on incorporation. In a SARL, a contributions auditor (commissaire aux apports) must value it as soon as the value of a contribution exceeds 100,000 MAD or contributions in kind represent more than half of the capital; in an SA, the auditor is mandatory in all cases.
The essentials in 6 points
In shortA contribution in kind is a contribution of an asset other than a sum of money, in exchange for the allotment of shares
Paid up in full on incorporation, unlike cash contributions, which can be paid up in instalments (minimum one quarter)
Contributions auditor mandatory in a SARL if the value of a contribution exceeds 100,000 MAD or if contributions in kind represent more than half of the capital (Art. 53 of Law 5-96); always mandatory in an SA (Law 17-95)
Joint and several liability of the partners for 5 years towards third parties for the value attributed to contributions in kind, in the absence of an auditor or if the auditor's valuation is not adopted (Law 5-96)
For intangible assets (software, trademarks, patents), the assignment to the company must be formalized and, for industrial property titles, recorded with OMPIC (Law 17-97 and Law 13-99)
Contributions in kind do not pass through the blocked bank account for share capital
the information provided in this article is for information purposes only and does not constitute personalized legal advice. We recommend that you consult a qualified legal expert before making any decision. Charikaty provides experts to support you: contact us for free advice.
In Morocco, contributions in kind are governed by Law No. 5-96 for the SARL and the SARL AU (as amended in particular by Law No. 24-10 and Law No. 21-19), by Law No. 17-95 for the SA and, for the SAS, by Law No. 5-96 as amended and supplemented by Law No. 19-20.
Which rules govern contributions in kind depending on the company form?
| Company form | Text | Specific features |
|---|---|---|
| SARL / SARL AU | Law 5-96 (Art. 51 and 53), as amended by Laws 24-10 and 21-19 | Contributions auditor mandatory unless no contribution exceeds 100,000 MAD and the total contributions in kind do not exceed half of the capital |
| SA | Law 17-95 (Art. 24 et seq.) | Valuation by a contributions auditor mandatory in all cases |
| SAS | Law 5-96 as amended and supplemented by Law 19-20 | SA rules apply, adjustments in the articles of association possible within legal limits |
Which assets can be contributed?
A contribution in kind may relate to any tangible or intangible asset that can be valued in money and is transferable:
- Tangible assets: plant and tools, furniture, IT equipment, vehicles, stocks of goods, buildings
- Intangible assets: business (fonds de commerce), industrial property rights (trademarks, patents, designs and models), copyright in software and original works, leasehold rights (droit au bail), receivables, shares (parts sociales and actions), domain name
- Contributions of services (apports en industrie): they do not form part of the capital but give entitlement to a share of profits; they are only allowed in the cases provided for by law or by the articles of association (see below)
An asset financed on credit may be contributed if it has been paid for in full or with the creditor's consent; an asset encumbered by a security interest requires the release of the security (mainlevée) or the creditor's consent.
How do you contribute software, a trademark or a patent?
Software and copyright
In Morocco, software is protected by copyright (Law No. 2-00 on copyright and related rights). Its assignment to the company must be formalized by a contract assigning economic rights (droits patrimoniaux) specifying the scope of the rights transferred (reproduction, adaptation, distribution), the duration, the territory and the media. The source code, the documentation and the hosting accounts are handed over to the company.
Trademarks, patents, designs and models
Industrial property rights are governed by Law No. 17-97 on the protection of industrial property (as amended by Laws 31-05 and 23-13). The contribution must be recorded with OMPIC (Law 13-99) in the national trademark or patent register in order to be enforceable against third parties: the company becomes the holder of the rights from the date of this recording, subject to payment of a recording fee set by OMPIC's fee schedule. A trademark is protected for 10 years, renewable indefinitely (see trademark filing in Morocco).
Domain name and databases
A domain name is a contractual right that can be transferred with the registrar (for a .ma, according to the ANRT's rules). A database may be protected by copyright where its structure is original (Law 2-00); the personal data it contains remain subject to Law 09-08 and to the formalities with the CNDP.
When is a contributions auditor required?
When is it mandatory?
| Form | Appointment threshold |
|---|---|
| SARL / SARL AU | Mandatory, unless no contribution in kind exceeds 100,000 MAD AND the total contributions in kind do not exceed half of the capital (Art. 53 of Law 5-96) |
| SA | Always mandatory (Law 17-95) |
| SAS | SA regime, adjustments in the articles of association possible within legal limits (Law 5-96 as amended and supplemented by Law 19-20) |
How is the auditor appointed?
The contributions auditor is appointed unanimously by the future partners (SARL) or, failing unanimity, by order of the president of the commercial court at the request of the most diligent future partner (Art. 53 of Law 5-96; Law 53-95 on commercial courts). The auditor is chosen from among the persons authorized to act as statutory auditor (commissaire aux comptes), i.e. chartered accountants (experts-comptables) registered with the Order of Chartered Accountants (Ordre des Experts-Comptables) (Law 15-89). The auditor's fees are freely set and depend on the nature and number of the assets to be valued.
Role and report
The contributions auditor draws up a valuation report annexed to the articles of association, which describes each contribution, sets out the valuation method adopted (historical cost, replacement value, earnings value, market comparables, etc.) and concludes on the value attributed. The auditor incurs professional liability. The partners remain free to adopt a lower value than the one proposed.
What liability do partners bear for the value of contributions?
Law 5-96 (Art. 53) provides that, where the value adopted differs from the one proposed by the contributions auditor, or where the partners have unanimously decided not to appoint one, the partners are jointly and severally liable, for five years, towards third parties, for the value attributed to the contributions in kind. Fraudulent overvaluation also exposes them to criminal penalties. An equivalent provision exists in Law 17-95 for the SA, where using an auditor is mandatory.
What are the steps of a contribution in kind?
1. Description and title documents
The contributor gathers the proof of ownership: land title (titre foncier) (Law 14-07 on land registration), purchase invoice, vehicle registration certificate (carte grise), OMPIC registration certificate, software assignment contract, certificate of full payment for assets financed on credit. For equipment imported by an MRE partner, the customs import documents are also required.
2. Valuation and report of the contributions auditor
The auditor examines the assets, adopts a valuation method consistent with the asset contributed and draws up the report, which is annexed to the articles of association.
3. Mention in the articles of association
The articles of association precisely describe each contribution in kind, its adopted value and the number of shares (parts or actions) allotted in exchange (see how to draft the articles of association of a company in Morocco). Contributions in kind are paid up in full on incorporation (Law 5-96; Art. 21 of Law 17-95 for the SA), whereas cash contributions follow the rules on paying up capital by company form. The articles of association are registered with the DGI within 30 days of their signature (Art. 128 CGI), then filed with the commercial court registry together with the registration file. With Charikaty, the articles of association and their annex are prepared, signed electronically and filed online.
4. Transfer deed and formalities
Depending on the nature of the asset:
- Registered real property (immeuble immatriculé): notarial deed (Law 32-09) and registration with the Land Registry (Conservation foncière) (Law 14-07), with the corresponding registration fees
- Business (fonds de commerce): deed of contribution published in accordance with the Commercial Code (Law 15-95, Art. 79 et seq.)
- Trademark, patent, design or model: recording of the assignment with OMPIC (Law 17-97 and Law 13-99)
- Vehicles: transfer of the vehicle registration certificate into the company's name
- Equipment: descriptive schedule annexed to the articles of association and entry in the fixed-asset register
5. Accounting treatment
The contributed asset is recorded as an asset in the opening balance sheet at the value adopted in the articles of association, and the corresponding capital account is credited, in accordance with the General Accounting Standards Code (Code Général de Normalisation Comptable) and Law 9-88 on the accounting obligations of traders (see the accounting obligations of companies in Morocco). Depreciable assets are depreciated on the basis of this value.
How is a contribution in kind taxed?
Ordinary regime
A contribution in kind entails a transfer to the company. It may generate a taxable gain for the contributor under the General Tax Code (Code Général des Impôts, CGI 2026): real estate gain (profit foncier) subject to IR for a building contributed by a natural person, gain on the sale of securities (IR of 20% for unlisted shares, Art. 73-II-F), business capital gain for an asset recorded on the balance sheet of a business.
VAT
The one-off contribution of an asset by a person not liable for VAT is not subject to VAT. The contribution of a set of assets of a VAT-liable activity (business, merger, partial contribution of assets) may benefit, under the conditions provided for by the CGI 2026, from a waiver of VAT adjustment where the receiving company undertakes to pay the VAT subsequently due.
Are contributions of services possible?
Contributions of services (know-how, personal work) are subject to a restrictive regime:
- In a SARL, their admission is strictly regulated by Law 5-96 and must be checked case by case before being provided for in the articles of association
- In an SAS, the articles of association may provide for them (Law 5-96 as amended and supplemented by Law 19-20)
- In an SA, they are excluded
- They do not form part of the share capital, give entitlement to a share of profits and to voting rights according to the articles of association, and the corresponding shares are non-transferable
How does Charikaty simplify your contributions in kind?
For a contribution in kind, here is what you need: proof of ownership of the assets, their valuation (by a contributions auditor when one is required), a contribution clause in the articles of association and the transfer formalities specific to each asset. With Charikaty, a private Moroccan legal-tech platform, you do everything online, simply and quickly. We coordinate the setting up of your contributions in kind: identification of the scope, putting you in touch with a contributions auditor when one is required, drafting of the contribution clause in the articles of association, preparation of the registration formalities with OMPIC or, with the notary, with the Land Registry, then online filing of the registration file with the commercial court registry. Discover our online SARL formation service.
More than 250 companies have already been set up with Charikaty.
FAQ: Contributions in kind in Morocco
What is the threshold for the mandatory appointment of a contributions auditor in a SARL?
In a SARL, the contributions auditor is mandatory as soon as a contribution in kind exceeds 100,000 MAD or contributions in kind represent more than half of the capital (Art. 53 of Law 5-96). The partners can only dispense with one unanimously, and only below these two thresholds.
Is a contributions auditor mandatory in an SA?
Yes. In an SA, the contributions auditor is always mandatory, in accordance with Law 17-95, whatever the amount of the contribution.
What happens if a contribution in kind is overvalued?
If a contribution in kind is overvalued, the partners are jointly and severally liable for five years towards third parties for the value attributed (Law 5-96), and fraudulent overvaluation is subject to criminal penalties.
Can software developed in-house be contributed?
Yes. Contributing software requires an assignment of the author's economic rights (Law 2-00) formalized by a contract specifying the scope, duration and territory of the assignment, and the software must be valued.
Can a trademark be contributed to a company?
Yes. A trademark can be contributed subject to recording of the transfer with OMPIC so that the contribution is enforceable against third parties (Law 17-97 and Law 13-99).
Are contributions in kind paid up gradually or in full?
Contributions in kind are paid up in full on incorporation, unlike cash contributions, which can be paid up in instalments (at least one quarter, balance within 5 years in a SARL and 3 years in an SA).
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