Moroccan Legal Guides

When someone buys a Moroccan company, the number in the agreement is rarely the whole story of the price. This informational guide explains how the purchase price is calculated, protected and — in some deals — adjusted between valuation, signing and completion. It sets out the Moroccan-law starting point (the price must be determined or determinable under the Dahir des obligations et des contrats, and there is no statutory M&A price mechanism), then explains the two families of price mechanism used in international M&A practice: a locked box, which fixes the equity price by reference to accounts at a past date and protects the buyer through leakage cover; and completion accounts, which set an estimated price at closing and true it up afterwards against actual cash, debt and working capital. It explains the enterprise-to-equity bridge, net debt and working-capital adjustments as defined contractual terms, the role of accounting policies and reference accounts, objection and expert-determination mechanics, double-counting risk, hybrid structures, and the balance of buyer and seller interests. It keeps hard boundaries: a price adjustment is not an indemnity and not an earn-out; it does not rebuild the share purchase agreement, the due-diligence method, the closing process or the seller's guarantee; it states no tax rates; and it provides no template.

When a Moroccan share sale is signed on one date and completed on another, the space in between is governed by conditions that must be satisfied before the parties complete. This informational guide explains that signing-to-closing process: what a condition precedent (a condition suspensive) is; how a negotiated contractual condition differs from a mandatory legal or regulatory requirement the parties cannot simply waive; how conditions are satisfied, evidenced and — where the contract allows — waived; what a long-stop date does; what happens if a condition is not met; how closing is prepared, sequenced and documented; and, crucially, why the contractual moment the parties call closing is not automatically the moment at which every Moroccan legal transfer, opposability and registration formality takes effect. It keeps hard boundaries: it does not re-derive the transfer-effectiveness doctrine owned by the share-transfer-agreement guide, does not become a merger-control guide, and provides no template or closing checklist.

In a Moroccan share sale, the seller usually makes a set of contractual statements about the company — what English-speaking deal teams call representations and warranties, and what Moroccan and French practice calls déclarations et garanties. This informational guide explains that middle layer of a transaction: what the seller asserts about ownership, accounts, contracts, tax, employment and litigation; how disclosure qualifies those statements; the difference between a disclosed risk and an undisclosed inaccuracy; and what may follow when a statement turns out to be wrong. It keeps two boundaries honest throughout: the familiar English label does not import its English-law effect into a Morocco-governed contract, and an inaccurate statement is not the same thing as fraud. It explains where due diligence, disclosure and a garantie d'actif et de passif each begin and end, and it provides no template and describes no service.

Acquiring an existing Moroccan company can be structured in more than one way — buying existing shares or interests, subscribing for newly issued interests, or acquiring selected assets and business rights — and the legal consequences depend on the structure, the company form, the sector, the contracts, the approvals, the foreign-exchange rules and what due diligence finds. This informational guide explains the acquisition lifecycle for a foreign investor: how a deal is structured, the difference between a share deal and an asset deal, whether and how a foreign investor may acquire, where due diligence fits, how the transaction is documented, the approvals and consents that may apply, and how signing, closing and post-closing work — with the honest limits at each step. It is an educational guide, not a service, and it links the dedicated guides that own the detail.

A share purchase or share transfer agreement is the contract that records the sale and transfer of shares or interests in an existing Moroccan company and sets the transaction-specific legal and commercial conditions of that transfer. This informational guide explains what the agreement is and does — parties, the shares transferred, price mechanics, title to the shares, conditions, contractual declarations and risk allocation, the garantie d'actif et de passif, signing versus closing, and completion — and it keeps three things carefully distinct that are often confused: how a SARL transfer differs from an SA transfer, and how validity between the parties differs from opposability to the company and to third parties and from tax registration. It is an educational guide, not a service, and it provides no template.

When someone buys the shares of an existing Moroccan company, the company keeps its history — its past tax, employment, litigation and contractual exposure travels with it. A negotiated contractual mechanism, known in Moroccan and French practice as a garantie d'actif et de passif (GAP), is often used to allocate to the seller the economic consequences of liabilities or asset shortfalls whose origin predates the sale but which surface afterwards. This informational guide explains what that seller-liability protection is and is not: that it is contractual and negotiated rather than a statutory requirement; how it differs from the share purchase agreement and from due diligence; what the asset and liability sides mean; how triggers, claim periods, caps, thresholds and exclusions work as negotiated variables; and where the honest limits lie. It provides no template and describes no service.

This checklist provides general, informational points to consider and documents commonly involved before buying property in Morocco as a foreigner.