How do you deposit share capital in Morocco in 2026?
To deposit share capital in Morocco, the partners pay the cash contributions into a blocked bank account (compte bloqué) in the name of the company in formation, then the bank issues a blocking certificate (attestation de blocage) that is attached to the registration file filed with the commercial court registry (greffe du tribunal de commerce). This deposit is only mandatory for a SARL or a SARL AU if the capital exceeds 100,000 MAD; it always is for an SA. The certificate is generally obtained within 1 to 5 working days, depending on banking practice.
The essentials in 6 points
In shortDeposit in a blocked bank account in the name of the company in formation, against a blocking certificate
SARL / SARL AU: blocked deposit mandatory only if the capital exceeds 100,000 MAD (Art. 51, Law 21-19); at least one quarter paid up on formation, balance within 5 years
SA: at least one quarter paid up on subscription, balance within 3 years (Art. 21 of Law 17-95); deposit mandatory
SAS / single-shareholder SAS: paying-up terms freely set by the articles of association, deposit according to the rules applicable to the SAS and banking practice (Law 5-96 as amended and supplemented by Law 19-20)
Contributions in kind: contributions auditor (commissaire aux apports) mandatory in a SARL unless no contribution exceeds 100,000 MAD and the total of contributions in kind does not exceed half of the capital (Art. 53 of Law 5-96); systematic in an SA
Release: automatic after registration in the RC, on presentation of the extract issued by the registry
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.
The deposit is made pursuant to Law 5-96 (as amended by Law 24-10 and Law 21-19) for the SARL and the SARL AU, to Law 17-95 for the SA and to Law 5-96 as amended and supplemented by Law 19-20 for the SAS, registration in the Commercial Register (Registre du Commerce, RC) being governed by Law 15-95. The funds are then automatically released after registration.
Why deposit the capital in a blocked account?
The deposit in a blocked account has three objectives:
- Securing the contributions of the partners before the company comes into legal existence
- Guaranteeing to third parties that the announced capital is actually available
- Preventing premature use of the funds before registration
The blocked account is also called the formation account (compte de constitution) or the account of the company in formation. Since Law 21-19, the legislator has eased this formality for small SARLs: where the capital does not exceed 100,000 MAD, the funds may be paid directly into the company's account after its registration, and the articles of association record that they have been paid up.
When is the capital deposit mandatory?
| Form | Reference text | Paid up on subscription | Blocked deposit before registration |
|---|---|---|---|
| SARL / SARL AU | Law 5-96 as amended by Laws 24-10 and 21-19 (Art. 51) | At least one quarter, balance within 5 years | Only if the capital exceeds 100,000 MAD |
| Private SA (SA fermée) | Law 17-95, Art. 21 | At least one quarter, balance within 3 years | Mandatory |
| SA making public offerings (SA APE) | Law 17-95, Art. 21 | At least one quarter, balance within 3 years | Mandatory |
| SAS / single-shareholder SAS | Law 5-96 as amended and supplemented by Law 19-20 | Freely set by the articles of association | According to the rules applicable to the SAS and banking practice |
The minimum capital amounts (none for a SARL, from 1 MAD; 300,000 MAD for a private SA and 3,000,000 MAD for an SA making public offerings; freely set capital for an SAS) are detailed in our guide on the minimum capital by company form in Morocco.
What are the steps to deposit share capital?
Step 1: Choosing the bank and opening the formation account
The partners open, with a Moroccan bank, in a branch or remotely depending on the institution, a formation account in the name of the company in formation. The bank requests:
- The draft articles of association (even if not yet signed)
- The identity document of each partner and of the future manager (CIN, residence card or passport)
- The OMPIC negative certificate (Law 13-99; 232.76 MAD online, valid for 90 days)
- Proof of address of the partners and, often, proof of the registered office (domiciliation contract or lease)
The account is opened in the name of the company in formation, but the funds are frozen until registration. The bank carries out the identity and source-of-funds checks required by Law 43-05 (as amended by Law 12-18).
Step 2: Payment of cash contributions by the partners
Each partner pays their share within the time limit agreed between the partners and the bank. Payment may be made by bank transfer, cheque or cash deposit within the limits of banking and anti-money laundering rules (Law 43-05 as amended by Law 12-18).
Each payment must be nominative and traceable: the bank records who pays, what amount and on what date. Only the portion paid up on formation has to be paid in (at least one quarter for a SARL or an SA), but most founders pay up the whole of a modest capital.
Step 3: Issuance of the blocking certificate
Once all payments have been received and verified, the bank issues a blocking certificate stating:
- The name of the company in formation
- The total amount deposited
- The breakdown between partners
- The date and the account reference
This certificate is mandatory for registration in the Commercial Register when the deposit is required. It generally takes 1 to 5 working days to obtain, depending on banking practice.
Step 4: Signing the articles of association and compiling the file
With the blocking certificate in hand, the partners finalize:
- The signing of the articles of association, by private deed (acte sous seing privé, permitted for the SARL, the SARL AU and the SAS) or by advanced electronic signature (Law 43-20, see how to sign the articles of association electronically), then their registration with the DGI within 30 days
- The registration file (articles of association, negative certificate, blocking certificate, proof of registered office, identity documents), filed with the commercial court registry; Law 88-17 allows these formalities to be completed electronically and, with Charikaty, the filing is done online
Step 5: Registration in the Commercial Register
The file is examined by the registry of the competent commercial court (Law 53-95). The company acquires legal personality on the day of its registration in the RC (Law 15-95). OMPIC keeps the central commercial register (Law 13-99). Immediately afterwards, the DGI assigns the tax identifier, the ICE and the professional tax (taxe professionnelle) identifier, and the CNSS carries out the affiliation.
Step 6: Automatic release of the funds
After registration, the bank carries out the automatic release of the funds to the company's current account; depending on banking practice, the manager presents the Model J of the Commercial Register, the registered articles of association and their identity document. The time limits and documents for the release are detailed in our guide on share capital blocked in a bank, and the opening of the current account in our guide to opening a business bank account in Morocco.
Which contributions must be deposited with the bank?
| Type of contribution | Characteristics | Valuation |
|---|---|---|
| Cash | Payment of money, into a blocked account when the deposit is required | No valuation, nominal amount |
| In kind | Assets (equipment, real estate, business (fonds de commerce), intellectual property…) | Valuation at actual value, contributions auditor's report depending on the thresholds |
| Services (industrie) | Contribution of skills or work, permitted only in the cases provided for by law or the articles of association depending on the form | Outside the capital; right to a share of the profits |
Contributions in kind and the contributions auditor
Article 53 of Law 5-96 requires the appointment of a contributions auditor to value contributions in kind in a SARL, except where both of the following conditions are met:
- No contribution in kind has a value exceeding 100,000 MAD, AND
- The total of contributions in kind does not exceed half of the share capital
For the SA, the valuation of contributions in kind by a contributions auditor is systematic (Law 17-95). The same rule applies in principle to the SAS.
Contributions in kind must be paid up in full on formation. The contribution of a registered property (immeuble immatriculé) requires a notarial deed (Law 32-09). The valuation and formalities are detailed in our guide on contributions in kind in Morocco.
What penalties apply in the event of an irregular deposit?
Premature use of the funds before registration, failure to provide a blocking certificate where one is required or the fictitious nature of the capital carry the risk of:
- Refusal of registration by the commercial court registry
- Civil penalties (nullity of acts, liability of the partners and managers)
- Criminal penalties in the event of a false declaration regarding the paying-up of the capital or fraudulent overvaluation of contributions (Law 5-96 and Law 17-95)
- The joint and several liability of SARL partners, for 5 years towards third parties, for the value attributed to contributions in kind in the absence of a contributions auditor (Law 5-96)
How does a non-resident partner deposit their share of the capital?
When a non-resident partner or an MRE contributes funds in foreign currency, the contribution must be:
- Made in convertible foreign currency via a Moroccan bank, by transfer from abroad or from a convertible dirham account
- Declared to the Office des Changes in accordance with the General Instruction on Foreign Exchange Operations (Instruction Générale des Opérations de Change, IGOC), by means of an investment report (compte rendu)
- Documented by a bank certificate of sale of foreign currency (attestation de cession de devises) issued by the domiciliary bank
This traceability is a condition for the subsequent free transfer of dividends, sale proceeds and liquidation surplus. The non-resident partner does not need to travel: they sign the articles of association by advanced electronic signature or by power of attorney, and the file is filed online.
How does Charikaty simplify the capital deposit?
To deposit your capital, here is what you need: the draft articles of association, the partners' identity documents, the negative certificate, proof of the registered office, then the payment of the contributions and the blocking certificate. With Charikaty, a private Moroccan legal-tech platform, you do everything online, simply and quickly. We check whether your capital requires a blocked deposit; you open the formation account with the bank of your choice, you pay in the contributions and you send us the blocking certificate, which we include in the registration file filed with the commercial court registry. You then receive your Commercial Register extract, your IF, your ICE and your CNSS affiliation, without travelling. Discover our online SARL formation service.
More than 250 companies have already been set up with Charikaty.
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