Transfer of shares (parts sociales) in Morocco in 2026: procedure and taxation

Law 5-96 (Articles 56 and 57) lays down the principle that shares are freely transferable between partners, as well as to the transferor's spouse, ascendants and descendants, and that they may be freely transmitted by way of succession. The articles of association may, however, make these transfers subject to approval.

Article 58 of Law 5-96 makes the transfer of shares to a person outside the company subject to the consent of the majority of partners representing at least three quarters (3/4) of the shares. The articles of association cannot relax this rule.

Legal procedure:

• Notification of the proposed transfer to the company and to each partner, by any means providing proof thereof (registered letter with acknowledgement of receipt, extrajudicial act)
• Response period: if the company has not made its decision known within 30 days of the last notification, consent is deemed given
• In the event of refusal: the partners are required, within 30 days of the refusal, either to acquire the shares or have them acquired at a price fixed by mutual agreement or, failing that, by an expert, or to finally consent to the proposed transfer; the company may also buy back the shares and reduce its capital, with the transferor's agreement
• The transferor may abandon the transfer if the proposed price does not suit them

In a SARL AU, the sole partner transfers their shares freely; the transfer of some of them turns the company into a multi-member SARL and requires the articles of association to be updated.

For the SA (Law 17-95) and the SAS (Law 5-96 as amended and supplemented by Law 19-20), shares are in principle freely negotiable, except for approval, pre-emption or inalienability clauses provided for in the articles of association or a partners' or shareholders' agreement. The transfer takes place by entry in the company's share transfer register (transfer order, ordre de mouvement), without amending the articles of association where the capital remains unchanged.

The deed of transfer may be:

• Private (sous seing privé) (deed drawn up between the parties, without the involvement of a public officer): accepted
• Notarial (drawn up by a notary, Law 32-09): optional but possible to enhance legal certainty

A notarial deed is not mandatory for the transfer of shares in a SARL. The transfer must, however, be recorded in writing on pain of nullity (Law 5-96). The private deed may be signed by means of an advanced electronic signature (Law 43-20 on electronic signatures), which allows partners living abroad to sign remotely.

• Precise identification of the parties (transferor, transferee), with their marital status where applicable
• Identification of the company (name, form, registered office, RC, ICE, IF)
• Number of shares transferred, their nominal value and their numbering if applicable
• Transfer price and payment terms
• Evidence of the partners' approval (in the case of a transfer to a third party)
• Date of transfer and of transfer of ownership
• Any special conditions (asset and liability warranty, non-compete clause, payment in instalments)

Transfers of parts sociales and of shares (actions) in unlisted companies are mandatorily subject to the registration formality (Article 127 of the CGI), to be completed with the DGI within a period of 30 days from the date of the deed (Article 128 of the CGI), electronically on SIMPL-Enregistrement. Registration gives the deed a certain date (date certaine) and is a prerequisite for entering the changes in the Commercial Register.

A company is real-estate predominant when at least 75% of the value of its gross fixed assets consists of real property or shares in real estate companies, excluding property assigned to its own operations (Article 61-II of the CGI). For a conventional services or trading SARL, the transfer is therefore registered with no duty to pay, but the formality and the certificate remain mandatory. The administration may adjust the base where a duty is due and the declared price is manifestly lower than the market value.

Where the transferor is a natural person, the capital gain realized on the transfer of parts sociales or unlisted shares falls under income tax as gains on movable capital (profits de capitaux mobiliers) (Articles 66 to 70 of the CGI).

Applicable rate: 20% (Article 73-II-F of the CGI), calculated on the net gain (transfer price less transfer costs, minus the acquisition price plus acquisition costs). The tax is in full discharge (libératoire) of IR. The transferor files an annual declaration of gains on movable capital before 1 April of the year following that of the transfer (Article 84 of the CGI) and pays the tax spontaneously on the same date.

Where the transferor is a legal entity subject to IS, the capital gain on the transfer is included in taxable income and subject to IS at the rate applicable under Article 19 of the CGI (20%, 35% or 40% in 2026, see corporate income tax rates in Morocco in 2026). Capital losses are deductible under the ordinary law conditions.

An MRE or a foreign investor who transfers their shares is in principle taxable in Morocco at the rate of 20%, subject to the tax treaties for the avoidance of double taxation, which often allocate the taxation of capital gains on securities to the State of residence (tax residence certificate to be produced). The sale proceeds can be transferred abroad where the initial investment was financed in foreign currency and declared to the Office des Changes (transfer guarantee provided for by the General Instruction on Foreign Exchange Operations, Instruction Générale des Opérations de Change). A non-resident transferee who buys shares makes a foreign investment in Morocco, which they must have their bank declare to the Office des Changes in order to benefit from this guarantee.

Unlike certain foreign regimes, Moroccan tax law does not provide for a progressive allowance on the capital gain based on the period for which the shares have been held. The holding period therefore has no influence on the applicable rate.

The net gain is determined according to the following formula:

No registration duty is payable in this example if the company is not real-estate predominant and the certificate is attached to the deed.

Article 68 of the CGI exempts in particular the gain realized where the total amount of transfers of securities made during the calendar year does not exceed 30,000 MAD, as well as gifts of securities between ascendants and descendants, between spouses and between brothers and sisters. Shares in real-estate-predominant companies, for their part, fall under the real property gains (profits fonciers) regime (IR of 20% with a minimum of 3% of the transfer price). Check your situation with a chartered accountant (expert-comptable).

Gifts and transfers on death of shares between ascendants, descendants and spouses are subject to specific, reduced registration duties (Articles 127 to 135 of the CGI). The rates and conditions apply strictly: this is not an automatic exemption, and a transfer for consideration disguised as a gift exposes the parties to a reassessment.

Official costs are limited to the registry filing fees (in the order of a few hundred MAD, extracts included) and the publication fees in a JAL and in the Official Bulletin (from a few hundred to 1,500 MAD depending on the length of the notice), registration duties being nil for a non-real-estate company. To these are added any fees of the drafter of the deed or of the expert responsible for the valuation.

Documents (deed, registration receipt, certificate of non-real-estate predominance, proof of payment, balance sheets used for the valuation, any expert report) must be kept for 10 years: Article 211 of the CGI.

A transfer to a third party without the consent of the partners representing at least 3/4 of the shares is unenforceable against the company and the partners and is liable to nullity. The transferee can neither vote nor receive dividends.

Failure to register within 30 days exposes the parties to the surcharges of Article 184 of the CGI (15% for late filing) and to the penalties of Article 208 (5% for the first month of delay then 0.5% per month), calculated on the duties due where there are any, and deprives the deed of a certain date, which blocks entry in the Commercial Register.

Since 1 January 2026, without a certificate attached to the deed, the exemption under Article 129-IV-25° may be refused and the proportional duty claimed.

The administration may adjust the IR tax base (and the registration duties where they are due) if the transfer price is manifestly lower than the actual value of the shares. Documenting the value (balance sheet, expert valuation, valuation methods) is essential.

A transferor who is a natural person must declare the gain on the transfer before 1 April of the following year. Omission exposes them to surcharges and late payment penalties.