Can I set up a holding company in Morocco in 2026?

A holding company is a company whose main purpose is holding shareholdings in other companies (subsidiaries). The term refers to a function, not a status: the holding company is registered like any SARL, SAS or SA, with a suitable corporate purpose. It can be:

• Pure: its sole purpose is holding securities, with no operational activity
• Mixed (or active): it holds shareholdings and invoices services to its subsidiaries (management fees, strategic advice, shared services), subject to VAT (TVA) at 20% and to corporate income tax (impôt sur les sociétés, IS)

The SAS is now preferred for holding companies because it allows sophisticated clauses in the articles of association (approval, pre-emption, inalienability, tag-along). A statutory auditor is mandatory there only above the legal thresholds; in a SARL, above 50 million MAD in turnover excluding VAT (Art. 80 of Law 5-96). The amounts and paying-up rules specific to each form are detailed in our guide on the minimum capital by company form.

1. Define the scope: existing subsidiaries or subsidiaries to be set up, operational activities, desired governance
2. Choose the form (SAS recommended for flexibility), set the capital and draft a corporate purpose covering the acquisition and management of shareholdings
3. Obtain the OMPIC negative certificate (certificat négatif) (232.76 MAD online, valid for 90 days)
4. Draft the articles of association (statuts) (approval, pre-emption, exit) and sign them with an advanced electronic signature (Law 43-20)
5. Deposit the capital: blocked account (compte bloqué) mandatory for an SA; for a SARL, only if the capital exceeds 100,000 MAD (Art. 51 of Law 5-96)
6. Register the company: filing with the commercial court registry (greffe du tribunal de commerce) (about 1,200 MAD), IF, ICE and business tax (taxe professionnelle) assigned by the DGI, publication in the JAL and the Official Bulletin
7. Contribute or sell the subsidiaries' existing shares to the holding company

Law No. 88-17 makes it possible to complete these formalities electronically; with Charikaty, everything is done online.

The choice between a contribution in kind (apport en nature) (paid for with shares in the holding company) and a sale (paid for with a price) has consequences:

• Contribution in kind: a contributions auditor (commissaire aux apports) is mandatory for any contribution in kind to an SA; in a SARL, it is mandatory unless no contribution exceeds 100,000 MAD and their total does not exceed half of the capital (Art. 53 of Law 5-96). The contribution of SARL shares requires the approval of the subsidiary's partners (majority representing 3/4 of the shares, Art. 58). For natural persons, Article 161 ter of the CGI introduced an incentive regime for contributing shares to a holding company which, subject to conditions, allows taxation of the contribution capital gain to be deferred; its conditions and period of application must be checked with a chartered accountant (expert-comptable) at the time of the transaction.
• Sale: the capital gain is subject to income tax (IR) at the rate of 20% for a natural person (Art. 73-II-F CGI) or to IS for a company. The deed is registered within 30 days; see the transfer of company shares in Morocco.

The general rules on withholding tax are detailed in our guide on the taxation of dividends in Morocco; for a holding company, they apply as follows:

• Dividends received by the holding company from Moroccan subsidiaries: 100% allowance and no withholding tax (Art. 6-I-C-1° CGI)
• Dividends distributed to partners who are natural persons: withholding tax of 11.25% for distributions from 1 January 2026, 10% from 1 January 2027; for a non-resident, the treaty rate if it is more favourable
• Other income of the holding company (services, interest) and capital gains on the sale of shares: IS of 20% if net profit is below 100 million MAD (35% above that)
• No tax consolidation: each company in the group is taxed separately and the losses of one subsidiary cannot be offset against the profits of the others

Like any commercial company, the holding company must:

• Keep accounts in accordance with Law 9-88 and the CGNC, and retain supporting documents for 10 years (Art. 22 of Law 9-88; Art. 211 CGI)
• Hold the general meeting approving the accounts within 6 months of the year-end and file the financial statements (états de synthèse) with the registry within the following 30 days
• File its IS return within 3 months of the year-end (Art. 20 CGI) and pay four instalments
• Prepare consolidated accounts where required by regulations (in particular companies making public offerings, regulated sectors)

A Moroccan holding company holding shareholdings abroad (or held from abroad, under the rules on foreign investment in a Moroccan company) must anticipate:

• The application of the bilateral tax treaties signed by Morocco
• The transfer pricing rules (Art. 214-III CGI) for intra-group flows
• Post-BEPS economic substance obligations
• Foreign exchange regulations (IGOC): investments abroad are regulated; transfer guarantee for a holding company held by a non-resident and financed in foreign currency

Casablanca Finance City (CFC) status (Decree-Law No. 2-20-665 of 30 September 2020, ratified by Law No. 70-20, which repealed and replaced Law No. 44-10) is suited to regional holding companies focused on Africa: IS exemption for 5 years then 20%, IR of 20% for employees for 10 years.

To set up a holding company, here is what you need: a suitable form, articles of association whose corporate purpose covers the acquisition and management of shareholdings, the negative certificate, registration, then the contribution or sale of the subsidiaries' shares. With Charikaty, these steps are completed online, with no travel.

Charikaty is a private Moroccan legal-tech platform specializing in company formation, including for group structures (holding companies, joint ventures, family companies). We help you choose the right form, draft the articles of association, coordinate the contribution or sale of the shares, and carry out the filing with the registry and the legal publications online. For a holding company set up as a SARL or SARL AU, our SARL formation service handles the formation formalities. With Charikaty, setting up a SARL in Morocco costs from 4,550 MAD including VAT, official fees included, and is done entirely online. More than 250 companies have already been set up with Charikaty.