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What is the minimum capital by company form in Morocco in 2026?

In Morocco, the minimum capital depends on the company form: the SARL, the SARL AU and the SAS have no statutory minimum (freely set capital from 1 MAD for the SARL), whereas the SA requires 300,000 MAD, or 3,000,000 MAD if it makes a public offering. The auto-entrepreneur has no share capital. At least one quarter of the cash contributions is paid up on incorporation, with the balance within 5 years in a SARL and within 3 years in an SA.

Charikaty Legal TeamExperts in Moroccan company law · Published on · Updated on

The essentials in 5 points

In short
  • SARL / SARL AU: freely set capital from 1 MAD (Law 5-96 as amended by Law 24-10); at least one quarter paid up on incorporation, balance within 5 years; blocked account only if the capital exceeds 100,000 MAD (Art. 51)

  • Private SA (SA fermée): minimum capital 300,000 MAD (Law 17-95), at least one quarter paid up on subscription, balance within 3 years (Art. 21)

  • SA making a public offering: minimum capital 3,000,000 MAD (Law 17-95)

  • SAS / single-shareholder SAS: freely set capital, fixed by the articles of association (Law 5-96 as amended and supplemented by Law 19-20)

  • Auto-entrepreneur (Law 114-13): no share capital

Legal notice:

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.

These rules derive from Law 5-96 as amended by Law 24-10 for the SARL, from Law 17-95 for the SA and from Law 5-96 as amended and supplemented by Law 19-20 for the SAS, which allows complete freedom in the articles of association (statuts) as regards capital. For a SARL, depositing the funds in a blocked bank account is only mandatory if the capital exceeds 100,000 MAD.

01

What is the minimum capital for each company form?

Legal formReference textMinimum capitalPaying upBlocked bank deposit
SARL / SARL AULaw 5-96 as amended by Law 24-10 and Law 21-19None (from 1 MAD)At least one quarter on incorporation, balance within 5 yearsOnly if the capital exceeds 100,000 MAD (Art. 51)
Private SALaw 17-95300,000 MADAt least one quarter on subscription, balance within 3 years (Art. 21)Mandatory
SA APE (public offering)Law 17-953,000,000 MADAt least one quarter on subscription, balance within 3 years (Art. 21)Mandatory
SAS / single-shareholder SASLaw 5-96 as amended and supplemented by Law 19-20Freely set, fixed by the articles of associationAs provided in the articles of associationDepending on the articles of association and banking practice
Auto-entrepreneurLaw 114-13No capitalNot applicableNot applicable
02

What is the minimum capital of a SARL or a SARL AU?

Historically, the SARL was subject to a statutory minimum capital (10,000 MAD before 2011). Law No. 24-10 (2011) amending Law 5-96 abolished any minimum requirement. Today, the share capital of a SARL or a SARL AU is freely set by the articles of association, from 1 MAD. In practice, most founders choose a capital of 10,000 to 100,000 MAD for reasons of credibility.

Paying-up arrangements

  • Shares representing cash contributions must be at least one-quarter paid up on incorporation
  • The balance must be paid up within a maximum period of 5 years from registration in the Commercial Register
  • Contributions may be in cash or in kind; a contributions auditor (commissaire aux apports) is mandatory unless no contribution in kind exceeds 100,000 MAD and the total value of contributions in kind does not exceed half of the capital (Art. 53 of Law 5-96). The valuation and formalities are detailed in our guide on contributions in kind of equipment, software or intellectual property
  • Contributions of services (apports en industrie) (know-how, work) do not form part of the capital
03

What is the minimum capital of an SA?

Law 17-95 maintains a minimum capital for the public limited company (société anonyme):

  • 300,000 MAD for the private SA (not making a public offering)
  • 3,000,000 MAD for the SA making a public offering

Staggered paying-up: Article 21 of Law 17-95

On subscription, at least one quarter of the cash capital must be paid up. The balance must be paid up within a maximum period of 3 years from registration. The funds must be deposited in a blocked bank account and a declaration of subscription and payment (déclaration de souscription et de versement) is drawn up.

Contributions in kind

Contributions in kind must be subject to a valuation by a contributions auditor, appointed by the founders or, failing that, by the president of the commercial court. Shares representing contributions in kind are fully paid up upon issue.

04

How much capital does a SAS or a single-shareholder SAS need?

The SAS is governed by Law 5-96 as amended and supplemented by Law 19-20. Long reserved for companies with substantial capital, it was extensively reformed by Law No. 19-20 (2021), which opens it up to all entrepreneurs. It is characterized by extensive freedom in drafting the articles of association:

  • Freely set share capital, fixed by the articles of association, with no minimum
  • Freely organized internal structure (mandatory president, then general managers [directeurs généraux], committees, adjusted voting rights)
  • Possibility of a single-shareholder SAS (SAS à associé unique), whether a natural person or a legal entity
  • Statutory auditor mandatory only above the legal thresholds

This flexibility makes it a vehicle of choice for start-ups, joint ventures and holding structures (see our guide to setting up a holding company in Morocco).

05

Does an auto-entrepreneur need capital?

The auto-entrepreneur status, created by Law 114-13, requires no capital. It is suitable for natural persons carrying on a commercial, industrial, craft or service activity whose annual turnover does not exceed 500,000 MAD (trade, industry, crafts) or 200,000 MAD (services). The auto-entrepreneur registers in the national auto-entrepreneur register (registre national de l'auto-entrepreneur, RNAE) and pays a final flat-rate IR (IR libératoire) of 0.5% or 1% of turnover collected. They can then transfer their activity to a commercial company (SARL, SARL AU, SAS) in compliance with the applicable tax and legal rules, including deregistration from the RNAE.

06

How do you set the right amount of capital?

Beyond the statutory minimum, the capital should reflect:

  • The financing needs of the business (purchase of stock, equipment, salaries for the first months)
  • Commercial credibility with suppliers, customers and banks
  • Sector-specific rules (banking, insurance, transport, travel agencies, approvals), which often impose a higher capital than the general minimum (see the permits and authorizations required to operate in Morocco)
  • The future strategy for opening up the capital (entry of investors, nominal value of the shares)
  • The 100,000 MAD threshold above which a SARL must block the funds in a bank before registration

Capital is not an expense but a contribution, as our guide on the cost of setting up a company in Morocco points out.

07

Can the capital be increased or reduced later?

The capital can change:

  • Capital increase through new contributions, capitalization of reserves or set-off against receivables (Law 5-96 for the SARL; Law 17-95 for the SA; Law 5-96 as amended and supplemented by Law 19-20 for the SAS), decided by partners representing at least 3/4 of the shares in a SARL (Art. 75)
  • Capital reduction, whether or not motivated by losses
  • Any change is subject to registration with the DGI within 30 days, an amending entry in the Commercial Register kept by the commercial court registry (greffe du tribunal de commerce) and publication in the Official Bulletin and in a legal announcements newspaper (see legal publication in the JAL and the Official Bulletin)

With Charikaty, the drafting of the deeds, the electronic signature, the filing with the registry and the legal publications are done online.

08

How does Charikaty help you set your capital?

To set your capital, here is what you need: choose the legal form, check its statutory minimum, provide for at least one quarter of the cash contributions to be paid up and, above 100,000 MAD in a SARL, for the funds to be deposited in a bank. With Charikaty, a private Moroccan legal-tech platform, you do everything else online, simply and quickly. Our experts advise you on the sizing of the capital suited to your project and to the chosen form, draft the articles of association, add to the file the blocking certificate (attestation de blocage) issued by your bank when the deposit of funds is required, then file your registration application with the commercial court registry. You receive your Commercial Register extract, your IF, your ICE and your CNSS affiliation without travelling, whether you are in Morocco or abroad. Discover our online SARL formation service.

More than 250 companies have already been set up with Charikaty.

09 · FAQ

FAQ: Share capital and company form

Can you really set up a SARL with 1 MAD?

Yes. Law 24-10 abolished the SARL's minimum capital: the capital is freely set by the partners, from 1 MAD. However, an amount that is too low undermines the company's credibility with banks and suppliers.

What is the minimum paid-up portion of an SA's capital?

An SA's capital must be paid up by at least one quarter on subscription, with the balance within a maximum period of 3 years (Article 21 of Law 17-95). The minimum capital of a private SA is 300,000 MAD.

Does the SAS require a minimum capital?

No. The SAS is governed by Law 5-96 as amended and supplemented by Law 19-20, which gives the articles of association complete freedom as to the amount of capital.

Is low capital a negative signal for banks?

Yes, in practice. Undersized capital can limit access to credit or increase the cost of financing, and some banks require a minimum capital to open a business account.

Can an SA be set up by a single person?

No. The SA requires a minimum of 5 shareholders (Law 17-95). To set up alone, you must choose the single-shareholder SAS or the SARL AU, which have no minimum capital.

Legal Sources

5 texts · 2 official sources · review Oct 2027
Next review: Oct 2027
  • Law No. 5-96 on SARLs and other companies, as amended by Laws 21-05, 24-10 (abolition of the minimum capital) and 21-19: Art. 51 (paying up and deposit of funds above 100,000 MAD), Art. 53 (contributions auditor), Art. 75 (amendment of the articles of association)

  • Law No. 17-95 on public limited companies, in particular Article 21 (paying up of capital)

  • Law No. 19-20 (Dahir No. 1-21-75 of July 2021): amends and supplements Law No. 5-96 to govern the SAS, replacing the former Law No. 17-95 regime

  • Law No. 114-13 on the status of the auto-entrepreneur

  • Law No. 15-95 enacting the Commercial Code

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