Shareholders' agreement in Morocco in 2026: why are the articles of association not enough?
The articles of association (statuts) are not enough, because they govern the relationship between the company and its partners, whereas the shareholders' agreement (pacte d'associés), a private and confidential contract, governs the relationship between the partners themselves: governance, pre-emption, exit, deadlocks and non-competition. The agreement is not mandatory in Morocco, but it is strongly recommended from 2 partners in an SARL or an SAS, and drafting it costs in the region of 5,000 to 15,000 MAD for a standard agreement, far less than a conflict between partners.
The essentials
In shortThe articles of association are the company's legal constitution, published with the registry (greffe). The shareholders' agreement is a private, confidential contract between partners that organizes governance, voting rights, the pre-emption right, exit clauses and deadlock resolution. It is not mandatory, but strongly recommended from two partners, for fees in the region of 5,000 to 15,000 MAD. Its absence creates a risk of costly conflicts.
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.
Are you setting up an SARL or an SAS with several partners and do you think the articles of association are enough to set the rules? That is a common mistake: without an agreement, a disagreement between partners quickly turns into a costly deadlock. The agreement is the essential complementary document to the articles of association.
Which clauses should a shareholders' agreement include?
1.Governance and powers
Clause: who makes which decisions?
Examples:
- ✅ Who is the main manager or the president?
- ✅ Do investments above 100,000 MAD require partner B's consent?
- ✅ Is the hiring of an executive decided jointly?
- ✅ Is long-term strategy a matter for the majority or for unanimity?
Without an agreement, only the articles of association apply and conflicts escalate.
2.Pre-emption right (right of first refusal)
Clause: if a partner wants to sell their shares, the others can buy them on a priority basis, on terms set in advance.
Structure:
Partner A wants to sell 40% to a third party X
→ A notifies partner B (price and terms)
→ B has a pre-emption right (30 days, for example)
→ If B accepts, B buys the 40%
→ If B declines, A may sell to X, at the same price and on the same terms
Purpose: prevents the entry of an unwanted third party and keeps control among the founders. For the transfer of SARL shares, the law already provides for the approval of transfers to third parties by the majority of partners representing at least 3/4 of the shares (Art. 58 Law 5-96), but it sets neither a purchase priority nor a pricing formula: that is the role of the agreement. In an SAS, no restriction applies unless the articles of association or the agreement provide for one.
3.Exit clauses for a partner
Situation: a partner wants to leave the company.
Possible mechanisms:
| Mechanism | Detail | Example |
|---|---|---|
| Put option | The minority partner requires the majority partner to buy back their shares | "If turnover falls by 30%, the minority partner may require the buyback of their shares" |
| Call option | The majority partner requires the minority partner to sell | "The majority partner may buy the minority partner's shares at market price" |
| Tag-along | The minority partner follows the majority partner in the event of a sale | "If the majority partner sells to a third party, the minority partner also sells, at the same price" |
| Drag-along | The majority partner brings the minority partner along in the sale | "If 75% of the capital votes for the sale, the remaining 25% must sell as well" |
4.Deadlock clauses (breaking a stalemate)
Situation: two 50/50 partners in complete disagreement. The company is deadlocked.
Solutions provided for by the agreement:
- 🔓 Mediation or arbitration: a neutral third party decides (arbitration clause [clause compromissoire], Law 95-17 on arbitration and conventional mediation)
- 🔓 So-called Russian roulette clause: partner A sets a price for the shares, partner B chooses to buy or sell at that price
- 🔓 Cross put-call: reciprocal purchase and sale options
- 🔓 Amicable liquidation: sale of the company and division of the proceeds
Without a deadlock clause, a 50/50 stalemate leads to paralysis, then to a judicial dissolution for disagreement between partners (dissolution judiciaire pour mésentente), which is long and costly.
5.Non-compete clause
Clause: a partner who leaves the company may not launch a directly competing business.
Example:
Duration: no legal duration is set; to be valid, the clause must be limited in time (generally 1 to 3 years), in space and as to the activity.
6.Distribution of dividends
Clause: when and how are profits paid out to the partners?
Options:
- 🎁 Annual distribution, after approval of the accounts by the general meeting (within 6 months of the year-end) and allocation to the legal reserve (5% of profit until it reaches 10% of capital)
- 🎁 Interim dividends, subject to conditions
- 🎁 Distribution decided case by case by the partners
- 🎁 Mandatory reinvestment of a percentage of profits
Without an agreed rule, the subject comes up at every general meeting and fuels frustration. The taxation of distributed amounts is presented in our guide on the taxation of dividends in Morocco.
What happens without a shareholders' agreement?
CASE 1: Two co-founders of a 50/50 SARL
Situation: Ali and Fatima set up an e-commerce company in 2024.
Articles of association: standard (50% each, co-management).
No agreement.
Problem in 2025: Ali wants to sell his 50% to an investor C for 500,000 MAD.
Consequence:
- ❌ The law requires C to be approved by the majority of partners representing 3/4 of the shares, but if Fatima refuses, the law requires her to buy or have the shares bought within a statutory period, at a price set by expert appraisal failing agreement (Art. 58 Law 5-96)
- ❌ Fatima has neither a negotiated pricing formula nor enough time to obtain financing
- ❌ Failing a buyback, Ali sells to C and Fatima finds herself with an imposed partner
- ❌ C and Fatima clash, the company is paralyzed
- ❌ Dissolution and high procedural costs
With an agreement including a pre-emption right:
- ✅ Ali notifies Fatima before any sale
- ✅ Fatima can buy on a priority basis, at the agreed price and formula, within a set period
- ✅ Shared control is maintained
- ✅ Harmony is preserved
CASE 2: SARL with 3 partners (40/30/30)
Situation: Ahmed (40%), Leila (30%), Jamal (30%).
Articles of association: simple majority for ordinary decisions.
No agreement.
Problem: Ahmed wants an aggressive strategy, Leila and Jamal are conservative.
Consequence:
- ❌ Votes systematically opposed between Ahmed and the Leila-Jamal duo
- ❌ No extraordinary decision possible (3/4 of the shares are never brought together)
- ❌ Company deadlocked for 2 to 3 years
- ❌ No exit or buyback mechanism provided for
- ❌ Judicial dissolution for disagreement between partners
With an agreement including deadlock clauses:
- ✅ Mediation provided for, with a resolution period of 3 months
- ✅ Failing that, a buyback mechanism (Russian roulette or put-call)
- ✅ Deadlock resolution guaranteed
When should the shareholders' agreement be signed?
Recommended: at formation, at the same time as the articles of association
Advantages: ✅ All partners negotiate together, the rules are clear from the outset ✅ No surprises later on ✅ Consistency between the articles of association and the agreement
The agreement can be signed electronically (advanced electronic signature [signature électronique avancée], Law 43-20), which allows an MRE or non-resident partner to sign it remotely, as when you sign the articles of association electronically.
If it was overlooked: before the first conflict
Urgent if:
- ❌ Partners are considering parting ways
- ❌ A governance deadlock is emerging
- ❌ Growth is rapid and visions diverge
Who drafts the shareholders' agreement and at what cost?
Three options exist for drafting the agreement: a lawyer, a notary or a template adapted by yourself. The role of the lawyer and the notary at formation is detailed in our guide lawyer or notary to set up a company in Morocco.
Option 1: Lawyer specializing in company law
Cost: freely set fees, often 10,000 to 20,000 MAD for a tailor-made agreement. Duration: 1 to 2 weeks of reflection and drafting. Quality: excellent, tailored to your sector and your shareholding.
Option 2: Notary
Cost: notary's fees. Duration: about 1 week. Quality: good, with safekeeping of the original, but generally less specialized than a business lawyer.
Option 3: Template adapted by yourself
Cost: reduced (paid template and legalization of signatures). Risk: omissions and clauses poorly suited to your situation.
Recommendation: use a professional from the outset; the cost of an agreement bears no comparison with that of a conflict between partners.
FAQ: Shareholders' agreement in Morocco
Is the shareholders' agreement mandatory in Morocco?
No, no legal text requires a shareholders' agreement in Morocco. It is nevertheless strongly recommended as soon as the company has two partners, particularly in an SAS, where the law leaves great freedom and does not provide for approval by default.
Must the articles of association and the agreement be signed together?
No, signing the articles of association and the shareholders' agreement together is not mandatory: the articles of association are registered and filed with the commercial court registry, whereas the agreement is a private deed signed separately and not filed. It is nevertheless logical to sign them at the same time, at formation.
Who keeps the original of the agreement?
Each partner receives an original copy of the shareholders' agreement. The signatures can be legalized and the agreement can be registered with the DGI to give it a certified date; an advanced electronic signature produces an electronic original for each party.
Can the agreement contradict the articles of association?
No, the shareholders' agreement cannot derogate from the articles of association or from the mandatory provisions of the law: it supplements them. In the event of a contradiction, the articles of association prevail with regard to the company and third parties, and the agreement binds only its signatories.
A partner refuses to sign the agreement: what are the risks?
A partner's refusal to sign the shareholders' agreement creates a major risk of future deadlock. It is advisable to insist before formation or to reconsider the partnership.
How long is an agreement valid?
The duration of a shareholders' agreement is freely set: often 5 to 10 years, renewable, or the life of the company. It is advisable to plan for its review when a new partner comes in or when funds are raised.
Do you really need a shareholders' agreement in addition to the articles of association?
The shareholders' agreement is the essential complement to the articles of association. It governs internal governance, exits and deadlocks, and avoids costly conflicts. Although not mandatory, it is a practical necessity from two partners. Its drafting cost is low compared with the cost of a conflict. Signing it at the formation of the company offers the best protection.
