Foreign investment in Morocco: what are the steps and rules in 2026?
Foreign investment in Morocco is governed by the principle of freedom: a foreigner or a Moroccan living abroad (MRE) can set up a company or acquire up to 100% of its capital without prior authorization, except in regulated sectors. The decisive point is financial: an investment financed in foreign currency and reported to the Office des Changes within six months benefits from the transfer guarantee for income and sale proceeds. In 2026, dividends paid to a non-resident are subject to a withholding tax of 11.25% (10% in 2027), subject to tax treaties.
The essentials in 5 points
In shortFreedom to invest, without prior authorization except in regulated sectors, up to 100% of the capital
Financing in foreign currency and report (compte rendu) to the Office des Changes within 6 months: transfer guarantee (IGOC)
Blocked account mandatory for the SA; for the SARL, only if the capital exceeds 100,000 MAD
2026: IS of 20% (profit below 100 million MAD), withholding tax on dividends of 11.25% (10% in 2027)
Investment Charter (Framework Law 03-22): grants open to foreign investors
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.
This principle is framed by the General Instruction on Foreign Exchange Operations (Instruction Générale des Opérations de Change, IGOC) of the Office des Changes, by the Investment Charter (Framework Law No. 03-22) and by company law (Law 5-96, Law 17-95).
Which laws govern foreign investment in Morocco?
Morocco has made foreign investment a pillar of its economic strategy. The legal framework is based on:
- Framework Law No. 03-22 enacting the Investment Charter (2022) and Decree No. 2-23-1 (2023), which establish the investment grants; the Charter makes no distinction based on the investor's nationality, subject to sectoral rules and eligibility conditions
- The IGOC of the Office des Changes, which organizes the convertibility of investments financed in foreign currency
- Company law: Law 5-96 (SARL), Law 17-95 (SA), Law 5-96 as amended and supplemented by Law 19-20 (SAS), Law 15-95 enacting the Commercial Code
- Law 43-05 as amended by Law 12-18 (anti-money laundering): bank due diligence on the identity of partners and directors and on the origin of funds
- Law 88-17, which allows companies to be set up electronically, and therefore remotely
Which structure should you choose to invest in Morocco?
A foreign investor can enter Morocco through several models:
| Vehicle | Reference text | Features |
|---|---|---|
| SARL / SARL AU subsidiary | Law 5-96 as amended by Laws 24-10 and 21-19 | Freely set capital from 1 MAD, 1 to 50 partners |
| SA subsidiary | Law 17-95 | Minimum capital 300,000 MAD, 5 shareholders, statutory auditor (commissaire aux comptes) |
| SAS / single-shareholder SAS subsidiary | Law 5-96 as amended and supplemented by Law 19-20 | Freely set capital, freedom in drafting the articles of association (approval, pre-emption, voting rights), ideal for joint ventures between Moroccan and foreign investors |
| Branch | Law 15-95 (Commercial Code) | Registered in the RC of the place where the branch is located, with no separate legal personality |
| Equity investment | Law 5-96 / Law 17-95 | Purchase of shares, or subscription to a capital increase |
How do you repatriate dividends and sale proceeds?
The IGOC reserves a convertibility regime for foreign investors (foreign legal entities, foreign natural persons whether resident or not, MRE) whose investment is financed in foreign currency. It guarantees the free transfer:
- of the income from the investment (dividends)
- of the proceeds of sale or liquidation, including capital gains
- of the repayment of partners' current account advances and loans contracted in foreign currency
Conditions:
- Financing in foreign currency: sale of foreign currency to a Moroccan bank or debit from a convertible dirham account (compte en dirhams convertibles, CDC) opened in the investor's name
- Bank evidence: foreign currency sale form (formule de cession de devises) or bank certificate
- Report to the Office des Changes, filed by the investor or by its bank, an accounting firm (fiduciaire), a notary or a lawyer, within six months of the investment being made
Royalties and technical assistance fees owed to the parent company are transferred by the bank on presentation of the contract, after the applicable tax withholdings, in accordance with the rules that apply to paying a foreign supplier from Morocco.
What are the steps of a foreign investment?
Step 1: Defining the project and choosing the vehicle
The investor decides on the activity (checking whether it requires an approval or an authorization), the legal form, the capital and the allocation between partners. Eligible projects may apply for the Investment Charter grants through an agreement concluded with the State. Documents to gather:
- Natural person: passport (CNIE national electronic identity card for an MRE) and proof of address
- Legal entity: registration extract, articles of association and decision authorizing the investment, apostilled and translated if necessary
- Registered office: commercial lease or domiciliation contract (Law 89-17)
With Charikaty, you send these documents online and we take care of the rest.
Step 2: Transfer of funds in foreign currency
The funds are transferred from abroad to a Moroccan bank, or debited from a convertible dirham account. The deposit in a blocked account is mandatory for an SA (at least one quarter paid up, balance within 3 years, Art. 21 of Law 17-95) and, for a SARL, only if the capital exceeds 100,000 MAD (Art. 51 of Law 5-96). Even where there is no deposit obligation, route the contributions through a Moroccan bank: the evidence of the sale of foreign currency gives entitlement to the transfer guarantee.
Step 3: Formation or equity investment
Law No. 88-17 makes it possible to complete all the formalities remotely. In the case of a formation:
- Negative certificate (certificat négatif) from OMPIC (232.76 MAD online, valid for 90 days)
- Articles of association signed with an advanced electronic signature (Law 43-20) and registered
- Filing with the commercial court registry (greffe du tribunal de commerce) (about 1,200 MAD); IF, ICE and professional tax (taxe professionnelle) assigned by the DGI; publication in the JAL and the Official Bulletin
In the case of an equity investment: share transfer agreement or capital increase, approval by the partners (SARL: majority representing 3/4 of the shares, Art. 58 of Law 5-96), registration within 30 days, filing with the registry.
Step 4: Report to the Office des Changes
Within six months, the investor declares to the Office des Changes its identity, nationality, residence, the sector, the amount and the form of the investment, with the evidence of financing. The company then reports each year the breakdown of its capital between residents and non-residents.
Step 5: Start of operations
The company fulfils its accounting (Law 9-88), tax (CGI 2026) and social security (CNSS, Dahir 1-72-184 of 27 July 1972: 21.09% employer and 6.74% employee, i.e. 27.83%, ceiling of 6,000 MAD on social benefits) obligations.
How is the foreign investor taxed?
Subject to the bilateral tax treaties signed by Morocco (for example, the Franco-Moroccan tax treaty governs the taxation of dividends, interest and royalties, and similar treaties exist with many States):
- IS (Art. 19 CGI): 20% if net profit is below 100 million MAD, 35% above that, 40% for banks and insurance companies; minimum contribution (cotisation minimale) of 0.25% (minimum 3,000 MAD), exempt for the first 36 months
- Dividends paid to non-residents: withholding tax of 11.25% in 2026, 10% from 1 January 2027, or the treaty rate if it is more favourable (tax residence certificate); see the taxation of dividends in Morocco
- Royalties, technical assistance and interest paid to non-residents: withholding tax of 10%, unless a treaty rate applies
- Capital gain on the sale of shares: IS for a company, IR of 20% for a natural person, unless a treaty provides otherwise
Which incentive regimes can the investor combine?
The investor can combine the investment with incentive regimes:
- Industrial Acceleration Zones (ZAI), Law 19-94 as amended: IS exemption for 5 years then 20%, VAT exemption with right of deduction, professional tax exemption for 15 years, exemption from withholding tax on dividends paid to non-residents limited to the foreign-source portion (LF 2023)
- Casablanca Finance City (CFC), Decree-Law No. 2-20-665 of 30 September 2020, ratified by Law No. 70-20, which repealed and replaced Law No. 44-10: IS exemption for 5 years then 20%, IR of 20% for employees for 10 years, specific foreign exchange regime
- Investment Charter (Framework Law 03-22): common, territorial and sectoral grants up to a limit of 30% of the eligible investment, specific scheme for very small, small and medium-sized enterprises (TPME)
Which guarantees protect the foreign investor?
The Moroccan framework offers:
- Freedom of enterprise (Article 35 of the 2011 Constitution)
- The transfer guarantee for investments financed in foreign currency (IGOC)
- The bilateral investment protection treaties signed by Morocco
- Domestic arbitration (Law 95-17) or international arbitration (ICSID [CIRDI], ICC [CCI]) depending on the contracts
- Non-discrimination between national and foreign investors, subject to sectoral exceptions
How does Charikaty simplify your investment in Morocco?
Charikaty is a private Moroccan legal-tech platform specializing in company formation for international investors and MRE. Here is what you need to invest: a suitable vehicle, a foreign currency contribution traced by a Moroccan bank and a report to the Office des Changes within six months. With Charikaty, the company formation is done entirely online, by the simplest and fastest route: we help you choose the vehicle, set up your company 100% online (negative certificate, electronically signed articles of association, filing with the registry, tax identifiers, CNSS) and support you with the report to the Office des Changes, with our subsidiary formation service in Morocco. Official documents are issued by the competent authorities.
With Charikaty, setting up a SARL in Morocco costs from 4,550 MAD including VAT, official fees included, and is done entirely online. More than 250 companies have already been set up with Charikaty.
FAQ: Foreign investment
Can a foreign investor own 100% of a Moroccan company?
Yes, a foreign investor can own 100% of a Moroccan company in most sectors, without a Moroccan partner. Certain regulated sectors (agricultural land, fishing, audiovisual, etc.) are subject to specific restrictions.
Can you set up a Moroccan SARL without travelling to Morocco?
Yes. Law 88-17 allows companies to be set up electronically and Law 43-20 validates the advanced electronic signature of the articles of association. With Charikaty, the entire formation of the SARL is done online.
Does a foreign investor's capital have to be blocked in a bank?
Yes for an SA. For a SARL, only if the capital exceeds 100,000 MAD (Art. 51 of Law 5-96). Going through a Moroccan bank is still necessary to prove financing in foreign currency.
Is the repatriation of dividends automatic?
The repatriation of dividends is free if the investment was financed in foreign currency and reported to the Office des Changes. The bank carries out the transfer on presentation of the minutes of the distribution and proof of payment of the withholding tax.
Which tax treaty applies between France and Morocco?
The Franco-Moroccan tax treaty governs the taxation of dividends, interest and royalties; it limits the tax levied in Morocco, with the domestic rate of 11.25% applying if it is more favourable. Similar treaties exist with many States.
What documents are needed for the report to the Office des Changes?
The report to the Office des Changes is based on the foreign currency sale form or bank certificate, the articles of association, the Commercial Register extract and the investor's identity. It is filed within six months of the investment.
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