Statutory auditor (CAC): when does it become mandatory in Morocco in 2026?

The same professional registered with the OEC can be a chartered accountant or a CAC, but not both for the same company: whoever keeps or prepares the accounts cannot certify them. The cases where a chartered accountant is mandatory or simply useful are covered in a dedicated guide.

The public limited company (société anonyme) must always appoint a CAC (Article 159 of Law 17-95), whatever its turnover, and companies making public offerings appoint at least two. The first CAC or CACs are appointed in the articles of association or by the constituent meeting; thereafter, the ordinary general meeting appoints one or more CACs for a term of three financial years (Article 163), renewable. The same rule applies to an SA with a management board and a supervisory board.

Article 80 of Law 5-96 requires the appointment of at least one CAC in a SARL (or SARL AU) whose turnover excluding taxes exceeds 50 million dirhams at the close of a financial year. The appointment is then made by decision of the partners, and the rules of Law 17-95 relating to CACs (incompatibilities, duties, liability) apply.

The partners may also voluntarily appoint a CAC below the legal threshold. Even if the threshold is not reached, one or more partners representing at least a quarter of the capital may ask the president of the commercial court, ruling in summary proceedings (référé), to appoint a CAC (Article 80 of Law 5-96).

Law 5-96 as amended and supplemented by Law 19-20 provides for the appointment of a CAC in an SAS above the legal thresholds and in the cases provided for by the articles of association. The articles of association, which are very flexible in this corporate form, may make the CAC mandatory from incorporation or short of the cases required by law, for example at the request of investors. Below the thresholds and in the absence of a clause in the articles of association, an SAS, like a SARL, operates without a CAC.

The CAC is chosen from among the chartered accountants registered with the Order of Chartered Accountants (Ordre des Experts-Comptables, OEC) within the meaning of Law 15-89 (Article 160 of Law 17-95). Law 17-95 (Article 161) sets out the incompatibilities; the following may not be CACs:

• The founders, contributors in kind, beneficiaries of special benefits, directors, members of the management board or of the supervisory board of the company or of its subsidiaries
• Their spouses, relatives and in-laws, within the degrees set by Article 161
• Persons who receive from the company or its managers a remuneration for duties other than those of CAC (which excludes the chartered accountant who keeps the accounts)
• Firms of chartered accountants one of whose partners is in one of these situations

Nor may a CAC become a manager of the company it audits before the expiry of a period of five years after the end of its duties.

• Audit the accounting values and documents and certify the regularity, fairness and true and fair view of the financial statements (états de synthèse) (Law 17-95)
• Verify the compliance of corporate transactions with the articles of association and the law, as well as the fairness of the information in the management report
• Prepare a general report presented to the ordinary GM approving the accounts, held within 6 months of the year-end
• Prepare a special report on the regulated agreements (conventions réglementées) concluded between the company and its managers or shareholders (Articles 56 et seq. and 95 et seq. of Law 17-95; Article 64 of Law 5-96 for the SARL)
• Alert procedure: report to the managers any facts likely to jeopardize the continuity of operations (going concern)
• Disclose to the Crown Prosecutor (procureur du Roi) any criminal offences of which it becomes aware, without being held liable for this disclosure

• Appointment: by the ordinary GM (Article 163 of Law 17-95); by decision of the partners in a SARL (Article 80 of Law 5-96)
• Term: 3 financial years, the term expiring after the GM that rules on the accounts for the third financial year
• Renewal: possible, with no statutory limit on duration in Morocco
• Challenge (récusation) and removal: by court decision, for just cause, misconduct or impediment (Law 17-95)
• Formalities: minutes of appointment, acceptance by the CAC, amending entry in the commercial register and legal publication

The criminal provisions of Law 17-95 punish with a fine, and in certain cases with imprisonment, managers who have failed to arrange the appointment of the CAC where it is mandatory or have failed to convene it to general meetings, those who obstruct its audits, as well as the CAC who accepts or retains office despite an incompatibility or who knowingly gives false information. Resolutions adopted without the CAC having been properly appointed are also exposed to nullity. Comparable penalties are provided for by Law 5-96 for managers of SARLs. The other penalties for non-compliance by businesses (tax, social and commercial) are presented in a dedicated guide.

The CAC's fees are freely set, determined according to the OEC's professional standards and proportionate to the scope of the engagement (volume of transactions, complexity, sector, multiple sites). They are borne by the company and are separate from the chartered accountant's fees.

After the approving GM, the company files with the commercial court registry, within 30 days, the approved financial statements together with the CAC's report (Article 158 of Law 17-95 for the SA; Law 5-96 as amended and supplemented by Law 19-20 for the SAS; Article 95 of Law 5-96 for the SARL). Any interested party may then consult this report at the registry. This filing is part of the calendar of companies' annual obligations and of the accounting obligations of Moroccan companies. The appointment and replacement of the CAC are subject to an amending entry in the commercial register and to legal publication in the JAL and the Official Bulletin. With Charikaty, the drafting of the minutes, the electronic signature, the filing with the registry and the legal publications are done online.

Charikaty is a private Moroccan legal-tech platform specializing in 100% online company formation. More than 250 companies have already been set up with Charikaty. We set up your SA, SAS or SARL remotely, then, when the appointment of a CAC becomes necessary, we handle the corresponding formalities online: drafting of the minutes of appointment, electronic signature, amending entry in the commercial register and filing of the accounts and of the CAC's report with the registry. We put you in touch with partner chartered accountants registered with the OEC who are authorized to perform the CAC engagement, separate from those who keep your accounts. For the day-to-day keeping of your accounts, discover our accounting service.