How to draft a company's articles of association in Morocco in 2026?

The articles of association (or constitutive deed, acte constitutif) are a contractual document that sets out the conditions for the creation, organization and operation of a company. Under Law 5-96 (SARL and SARL AU), Law 17-95 (SA) and Law 5-96 as amended and supplemented by Law 19-20 (SAS), they must be drawn up in writing and signed before the registration file is filed with the Commercial Register (Registre du Commerce, RC), kept by the commercial court registry (greffe du tribunal de commerce). Only companies (SARL, SARL AU, SAS, SA) draft articles of association: a sole proprietorship does not need them.

The articles of association have contractual force: all partners, current and future, are bound by their provisions.

Confidential agreements between partners (exits, financial commitments) fall under the shareholders' agreement (pacte d'associés), a separate, unpublished document.

The articles of association must contain:

1. Identification of the company

✅ Company name (dénomination sociale) (exactly the one in the OMPIC negative certificate) ✅ Legal form (SARL, SARL AU, SAS, SA) ✅ Corporate purpose (objet social) (precise description of the activities) ✅ Registered office (siège social) (full address, supported by a lease or a business domiciliation contract [contrat de domiciliation]) ✅ Duration of the company (99 years maximum)

2. Share capital and contributions

✅ Exact amount of the share capital (capital social) ✅ Nominal value and number of shares ✅ Description of the contributions (cash, in kind) and valuation of contributions in kind (apports en nature) ✅ Payment terms (SARL: at least one quarter at incorporation, balance within 5 years; SA: at least one quarter, balance within 3 years)

3. Partners or shareholders

✅ Full names, nationality and addresses (for an MRE [Moroccan living abroad], address abroad and passport or CIN) ✅ Share of capital held by each ✅ Class of shares

4. Management and administration

✅ Management body (manager [gérant] for the SARL, president for the SAS, board of directors or management board for the SA) ✅ Powers and limitations ✅ Remuneration rules ✅ Conditions of appointment, dismissal and replacement

5. General meeting

✅ Frequency of meetings (approval of the accounts within 6 months of the year end) ✅ Quorum and required majorities ✅ Notice periods and methods of convening ✅ Voting rights

6. Accounts and dividends

✅ Financial year (generally the calendar year) ✅ Procedures for closing and approving the accounts ✅ Allocation of profits (legal reserve of 5% up to 10% of the capital) and distribution of dividends

7. Amendment and dissolution

✅ Conditions for amending the articles of association ✅ Grounds for dissolution and liquidation procedures ✅ Fate of the records

• The OMPIC negative certificate (232.76 MAD online, valid for 90 days)
• The identity document of each partner and executive (CIN, residence card or passport)
• Proof of the registered office (commercial lease [bail commercial], business domiciliation contract compliant with Law 89-17 or title deed)
• The bank certificate of deposit of funds, only if the SARL's capital exceeds 100,000 MAD (always for the SA)
• The contributions auditor's (commissaire aux apports) report, in the case of a contribution in kind subject to valuation

The ICE number does not need to appear in the articles of association: it is assigned by the DGI after registration.

With Charikaty, you send these documents online and our legal team drafts articles of association tailored to your project.

Specific features of SARL articles of association:

Important clauses:

• Conditions for transferring shares between partners and to third parties
• Pre-emption right
• Exclusion of a partner (possible clause)
• Remuneration and scope of the manager's powers

Specific features of SA articles of association:

Important clauses:

• Composition and operation of the board of directors
• Powers of the chairman and the chief executive officer
• Statutory auditor (commissaire aux comptes) and contributions auditor (mandatory for any contribution in kind)
• Dividends and preference shares

Specific features of SAS articles of association:

Possible clauses:

• Free organization of management and committees
• Tailor-made decision rules (majorities, written consultations)
• Roles and responsibilities of the partners
• Exit and transfer clauses

Advantages: ✅ Minimal cost (0 to 200 MAD) ✅ Fast (1 to 2 days) ✅ Suitable for simple cases

Disadvantages: ❌ Risk of unsuitability ❌ Missing clauses for specific cases ❌ Potential errors (capital, purpose, powers)

Sources: standard templates available online (specialized websites, chambers of commerce) or built into company formation software. Reusing identical articles of association for several companies is possible, but not advisable: each company has its own context that justifies tailored articles of association.

Advantages: ✅ Technical expertise ✅ Tailored to your case ✅ Additional tax advice

Disadvantages: ❌ Higher cost ❌ Time (3 to 5 days)

Indicative fees: 500 to 1,500 MAD depending on complexity (fees freely set).

Advantages: ✅ Maximum legal protection ✅ Customized clauses ✅ Legal validation

Disadvantages: ❌ Significant cost ❌ Time (5 to 10 days) ❌ Less usual in Morocco than using a chartered accountant

Indicative fees: 1,500 to 35,000 MAD depending on complexity (fees freely set).

To find out when a legal professional is mandatory or simply useful, see our guide lawyer or notary to set up a company in Morocco.

With Charikaty, the articles of association are drafted by our legal team based on the information entered online, then signed electronically and filed with the registry with no travel required.

These clauses must appear in all articles of association:

1. Corporate purpose
 └─ Full and precise description of the activities

2. Partners and capital
 └─ List of contributions and distribution of shares

3. Management and administration
 └─ Management body and its powers

4. General meeting
 └─ Operation, quorum and majorities

5. Annual accounts
 └─ Close of the financial year and approval of the accounts

These clauses strengthen your protection:

✅ Approval clause: entry of a new partner subject to the partners' consent ✅ Pre-emption right: the partners can buy the shares before a third party ✅ Inalienability clause: temporary prohibition on transferring certain shares ✅ Exit clauses: terms for a partner's departure and for valuing their shares ✅ Anti-dilution clauses: protection against dilution of the capital ✅ Deadlock clauses: resolution of deadlocks between partners holding equal stakes ✅ Non-compete clause: restriction for partners and executives

❌ Clauses contrary to the law: deemed unwritten ❌ Disproportionate obligations: risk of nullity ❌ Discriminatory clauses: contrary to public order ❌ Overly vague clauses: a source of disputes

✅ Change of corporate purpose ✅ Increase or reduction of capital ✅ Transfer of the registered office ✅ Change in governance ✅ Addition or removal of clauses

Step 1: Extraordinary collective decision

• Notice to the partners at least 15 days before the meeting for a SARL (Law 5-96)
• SARL: decision by partners representing at least 3/4 of the company shares (Art. 75 Law 5-96)
• SA: extraordinary general meeting (AGE) ruling by a 2/3 majority of the votes (Law 17-95)
• SAS: conditions freely set by the articles of association

Step 2: Drafting the amending deed

• Minutes (procès-verbal) of the decision and updated articles of association
• Notarial deed if the initial articles of association were notarial or if real estate is contributed

Step 3: Publication formalities

• Registration with the DGI within 30 days
• Filing with the commercial court registry and amending entry in the Commercial Register
• Publication in a legal announcements newspaper and in the Official Bulletin, in accordance with the rules on legal publication in the JAL and the Official Bulletin

Approximate cost: 500 to 1,500 MAD in public fees and publications, excluding professional fees

Approximate time: 3 to 4 weeks

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