Purchase Price Mechanisms in Moroccan M&A: Locked Box vs Completion Accounts

When someone buys a Moroccan company, the price is rarely just the number written at the front of the agreement. Behind that number sits a mechanism: a set of definitions and steps that decides how the company's cash, its debt, and the working capital it carries are turned into the amount the buyer actually pays for the shares — and whether that amount is fixed once and for all, or adjusted after the deal completes. This guide is about that mechanism.

The Moroccan-law starting point is simple: the parties set the price by contract, and the law asks only that the price be determined or at least determinable. There is no statutory Moroccan formula and no statutory M&A price procedure. Within that freedom, international M&A practice has settled on two main ways of organising the price. A locked box fixes the equity price by reference to a set of accounts at a date in the past and protects the buyer against value leaving the company after that date. Completion accounts instead pay an estimated price at closing and then adjust it up or down against the company's actual financial position measured at completion.

Everything below explains those two mechanisms and the concepts they rest on — the enterprise-to-equity bridge, leakage, net debt, working capital, accounting policies, and how disputes over the numbers are resolved. Two boundaries are worth stating at the outset. A price adjustment is not a claim under the seller's guarantee, which is owned by the seller liability protection (garantie d'actif et de passif) guide; and the price mechanism lives inside the share purchase agreement, which this guide does not rebuild. It is informational, provides no template, and describes no service.

No. Moroccan law does not impose any particular purchase-price mechanism on a share sale, and it does not define, require or regulate a locked box or completion accounts. What it does is set the framework within which the parties fix the price freely. Under the Dahir des obligations et des contrats (DOC), the price of a sale must be determined; article 487 provides that the price must be determined, that its determination cannot be referred to a third party — nor can one buy at the price paid by a third party — unless the price was known to the contracting parties, while allowing a reference to an objective external measure such as a set tariff or an average market price. Article 488 treats the sale as formed between the parties once they agree on the thing, the price and the other terms.

Two consequences follow, and they matter for everything after. First, the price does not have to be a fixed number at signing: a price that is determinable — capable of being fixed by applying an agreed, objective basis — satisfies the requirement. That is what makes an adjustment mechanism possible in the first place. Second, and this is the point most easily got wrong by importing foreign templates, Moroccan law is more cautious than some other civil-law systems about leaving the price to a third party's discretion. Article 487 restricts referring the determination of the price to a third party unless the price was already knowable to the parties. So a Moroccan price mechanism that involves an expert works by having the parties agree an objective basis — definitions, reference accounts, policies and a formula — which the expert then applies; it does not work by handing an expert a free hand to decide what the price should be.

The practical takeaway is to treat the mechanics that follow as contract and market practice, read against Moroccan law — not as Moroccan legal doctrine. The DOC governs whether the price is validly determined or determinable, the binding force of what the parties agree, and the enforceability of their bargain. It does not supply the detailed machinery of locked boxes, leakage, completion accounts, net-debt or working-capital adjustments, true-ups or expert determination. Those are things the parties build, and their effect in a Morocco-governed deal depends on how they are drafted and on the mandatory rules they must respect.

Most acquisition pricing starts from a value for the business itself — its enterprise value — and then works towards what the buyer pays for the shares — the equity value. The reason the two differ is that the buyer is acquiring the company with whatever cash and whatever debt it happens to carry, and those belong, in economic terms, to the seller up to the point the risk passes. So the parties bridge from one to the other by adjusting for the company's cash, its debt and debt-like items, and the level of working capital it holds.

The commercial logic is often summarised as: take the enterprise value, subtract debt, add cash, and adjust for whether working capital is above or below a normal level, to arrive at the equity price. That shorthand is a useful way to understand why the price moves — but it is only logic, not a rule, and it should never be treated as a statutory or universal formula. Every one of its terms — what counts as "debt", what counts as "cash", what is "debt-like" or "cash-like", and what the "normal" level of working capital is — is something the parties define in the agreement, and different agreements define them differently. Two deals with the same enterprise value can produce very different equity prices depending on those definitions.

This bridge is where the two price mechanisms attach. A locked box performs the bridge once, using accounts at a past date, and fixes the equity price then. Completion accounts perform it provisionally at closing on estimated figures and then again, definitively, on the actual figures at completion. Understanding the bridge is therefore the key to understanding both mechanisms: they are two different answers to the question of when, and against which figures, the cash, debt and working-capital adjustments are measured.

The single most important difference between the two mechanisms is when the economic risk and reward in the business passes from seller to buyer. Under a locked box, that moment is a date in the past — the locked-box date — fixed by reference to a set of accounts drawn up to that date; the equity price is set then and does not change afterwards for the company's trading. Under completion accounts, that moment is completion itself: the price is provisional until the actual position at completion is measured, and it is then trued up.

From that single difference, most of the other contrasts flow. Because a locked box fixes the price against historic accounts, the buyer's protection has to look backwards and forwards from that date: backwards, through diligence on the quality of the reference accounts; forwards, through a promise that value will not leave the company (leakage) between the locked-box date and completion. Because completion accounts fix the price against figures measured at completion, the protection is built into the measurement itself: the parties define what will be counted and how, prepare the accounts after closing, and settle the difference.

Neither mechanism is inherently right, and neither is standard in Morocco specifically; the evidence does not support saying that either is "commonly used" in the Moroccan market as such. What can be said is that both are used in international M&A practice, that a Morocco-governed deal may adopt either, and that the choice is a commercial and drafting decision driven by the quality and reliability of the financial information, the time available, the level of trust between the parties, and how each side wants to allocate the risk of the numbers moving.

In a locked-box structure, the parties agree the equity price up front by reference to a set of accounts of the target at a chosen past date, and that price is written into the agreement as a fixed number that is not adjusted after completion for the company's trading. The economic idea is that, from the locked-box date, the business runs "for the buyer": its profits, its cash generation and its risks are treated as the buyer's, even though completion happens later and legal title passes later still.

Because the price is fixed against a historic picture, two things carry a lot of weight. The first is the quality of the reference accounts and the buyer's diligence on them: the buyer is, in effect, buying the company as those accounts describe it, so it needs confidence in them, and the seller typically knows the business better than the buyer does. The second is protection against value leaving the company between the locked-box date and completion — because if the seller could extract cash or value in that window, it would be paid the fixed price and also keep value that the buyer thought it was buying. That protection is the leakage regime, with its agreed exceptions (permitted leakage), and it is usually supported by seller undertakings about how the business is run in the interim.

A locked box tends to give the seller strong price certainty and a clean, fast completion, with little post-closing price administration. But it does not switch off every other protection in the deal, and it is wrong to think that a locked box eliminates all post-closing claims: the buyer may still have the benefit of the seller's representations, warranties and any guarantee, and of the leakage cover itself, all of which are separate from the fixed price. The locked box fixes the price; it does not fix everything.

The locked-box date is the reference point the whole mechanism turns on. It is usually a date for which a reliable set of accounts exists — often a recent year-end or a month-end for which management accounts are available — because the equity price is calculated from the financial position shown in those accounts. The parties choose it as a balance between wanting accounts they can trust and wanting a date not too far before completion, since the longer the gap, the longer the period in which value could leak and the more the buyer relies on interim protections.

The reference accounts themselves — sometimes called the locked-box accounts — do the pricing work, so the agreement is usually specific about which accounts they are, how they were prepared, and what the buyer is entitled to rely on about them. Whether those accounts are audited, reviewed or management accounts is a matter for the particular deal; it should not be assumed that they are audited accounts, and the level of assurance the buyer has is exactly the kind of thing diligence and the agreement address.

From the locked-box date onward, the agreement typically restricts what can be taken out of the company and how it is run, precisely because the price is already fixed against the position at that date. Those interim controls, and the mechanics of how they sit alongside the parties' other undertakings, connect to the broader signing-to-completion process rather than to the price calculation itself. What matters for the price is narrower: the date sets the picture the price is based on, and everything after it is managed through leakage cover and interim promises rather than through a recalculation of the price.

Leakage, in a locked-box deal, is value that leaves the company for the benefit of the seller or people connected with the seller between the locked-box date and completion — value that, because the price was fixed at the locked-box date, the buyer has in effect already paid for and should not lose. The agreement defines leakage and typically gives the buyer a pound-for-pound (or dirham-for-dirham) recovery for any leakage that is not permitted, so that the fixed price is protected against erosion during the interim period.

What actually counts as leakage is entirely a matter of the contractual definition, and it is a mistake to treat any list as universal. Depending on how the parties draft it, the definition may reach items such as dividends and other distributions, returns of capital, the repayment of shareholder loans, management or monitoring fees paid to the seller side, transaction bonuses, or non-ordinary-course payments and transfers of value to the seller or its related parties. But whether any given payment is leakage in a particular deal depends on the words the parties used — the same payment can be leakage in one agreement and outside the definition in another, and ordinary-course trading is normally not leakage at all.

The point of a leakage regime is not to freeze the company but to make sure the seller does not both receive the fixed price and separately extract value that the price already reflected. That is why the concept always travels with its mirror image — permitted leakage — and why the two have to be read together. Leakage is a contractual protection built around a fixed price; it is not a rule of Moroccan law, and it does not exist unless the agreement creates it.

Permitted leakage is the set of value transfers the parties expressly agree the company may make to the seller side during the interim period without triggering the buyer's leakage recovery. It exists because a blanket bar on any value leaving the company would be unrealistic: some payments are known about, expected and priced in, and the parties simply agree that those specific, identified flows are allowed.

The drafting logic is one of known and agreed exceptions carved out of an otherwise prohibited category. Where the parties can see, at signing, that a particular dividend, a defined level of management fees, agreed transaction costs or specific payments will or may occur before completion, they can list them as permitted so that they do not later count as leakage. Everything within the leakage definition that is not permitted remains prohibited leakage, recoverable by the buyer. The care in a locked box is largely in getting this boundary right: too narrow a permitted-leakage list can turn ordinary expected payments into claims, and too broad a one can let value escape the price.

Permitted leakage is not a statutory concept and carries no legal content of its own; it is whatever the agreement says it is. Because it defines the gap between what the seller can and cannot do without cost after the price is fixed, it is one of the most negotiated parts of a locked-box deal — and it only makes sense in relation to the leakage definition it qualifies.

Because a locked box fixes the price at a past date but the seller only receives the money at completion, some deals give the seller an agreed amount to reflect the value the business is treated as generating during that gap. This is sometimes called value accrual, or a ticking fee — commonly an agreed daily or periodic amount, or an agreed rate, running from the locked-box date to completion and added to the price the buyer pays.

It is worth being precise about what this is and is not. Value accrual is a matter of transaction practice and negotiation, not a legal requirement: it is not used in every locked-box deal, it is not interest arising by operation of Moroccan law, and it is not a statutory Moroccan mechanism. Where the parties use it, it is simply a contractual sum they have agreed compensates the seller for the period between the pricing date and payment, and its size and basis are whatever they negotiate.

Conceptually, it is a counterweight in the locked-box bargain: the buyer gets economic ownership from the locked-box date, so the seller may ask to be compensated for financing the business, in effect, until it is paid. Whether that is agreed at all, and on what basis, is one of the commercial variables of a locked box, not a fixed feature of it.

The defining feature of completion accounts is that the price paid at closing is not the final price. Because the actual cash, debt and working capital at completion cannot be known until after the day itself, the buyer pays an estimated price based on good-faith estimates, and the parties settle the difference later once the real numbers are established. This lets the deal complete on time while still pricing the company against its genuine closing position.

The true-up is the balancing payment that reflects the gap between the estimate and the final figures. If the actual net debt turns out higher than estimated, or the working capital lower than the agreed target, the price is typically adjusted down and the seller returns part of what it received; if the position is better than estimated, the price is adjusted up and the buyer pays more. The direction and size depend entirely on how the defined items land against the estimates and the targets — which is why the definitions do so much of the work.

Two cautions keep this accurate. There is no universal Moroccan statutory timetable for any of this — the review period, the objection window, the deadlines and the mechanics are all contractual, and different agreements set them differently. And the price can genuinely move after closing under this mechanism, which is precisely the trade-off for pricing against the real closing position rather than an earlier snapshot. That movement is a price adjustment, not a claim for breach — a distinction taken up below.

"Net debt" sounds like an accounting fact, but in an acquisition it is a defined contractual term, and its meaning is whatever the agreement says it is. Broadly it captures the company's debt less its cash, so that the bridge from enterprise value to equity value can subtract what the company owes and add what it holds — but the whole negotiation is about what goes into each side of that calculation.

On the debt side, the parties decide which items are treated as debt or as "debt-like". Depending on the deal, the definition may reach bank borrowings, overdrafts, shareholder loans, accrued but unpaid interest, finance and lease obligations, unpaid tax, certain provisions, deferred or contingent consideration owed by the company, and transaction costs the company will bear — but none of these is debt-like by law; each is in or out because the parties put it in or left it out. On the cash side, the parties decide what genuinely available cash counts and whether some cash is "trapped" or restricted and so should not be credited as fully as free cash. "Cash-like" and "debt-like" are drafting concepts precisely because reasonable people disagree about how to treat items that sit near the line.

The reason this matters so much is that a single dirham can be argued into or out of net debt, and every dirham of net debt usually moves the equity price one-for-one. That is why net-debt definitions are heavily negotiated, why diligence feeds directly into them, and why it is wrong to import a "standard" net-debt definition as though Moroccan law, or any market, prescribed one. There is no universal legal definition of debt or net debt for these purposes; there is only the definition in the particular agreement.

Working capital is, roughly, the day-to-day operating investment a business needs to keep running — its trade receivables and inventory less its trade payables and similar short-term items. A buyer wants to acquire the company with a "normal" amount of it, because a company delivered with unusually low working capital would force the buyer to inject cash soon after closing, while one delivered with unusually high working capital hands the buyer value the price may not have reflected. The working-capital adjustment is how the price accounts for that.

The mechanism works by agreeing a target — often called the peg or normalised working capital — representing the normal level the business should have at completion, and then comparing the actual working capital at completion against it. If the actual figure is above the target, there is a surplus and the price is typically adjusted up; if it is below, there is a shortfall and the price is adjusted down. Setting the target is the hard part: it usually draws on historical averages and has to take account of seasonality — a business whose working capital swings across the year needs a target that reflects the completion timing, not a single annual figure — and on the accounting treatment being consistent between the target and the actual measurement.

The audience for this is broad — founders, buyers, sellers, lawyers and CFOs all have a stake in it — so the aim is to understand the logic rather than to master the accounting. The logic is that the working-capital adjustment protects both sides against the price being distorted by the ordinary ebb and flow of operating balances at the completion date. It is a contractual construct built on agreed definitions and a target; there is no single statutory formula for working capital, and the treatment that matters is the one the agreement fixes.

Most serious disputes about a price adjustment are not disputes about arithmetic; they are disputes about accounting — how a particular item should be classified, whether a provision should be recognised and at what level, how accruals and cut-off are handled, whether a one-off item is really one-off, and whether the completion accounts have been prepared consistently with the reference accounts. Two accountants can add the same numbers correctly and still reach very different figures because they made different classification choices. That is why the accounting policies are as important as the definitions.

To manage this, agreements often set out a hierarchy for preparing the completion accounts: first, specific accounting treatments the parties have written into the agreement for particular items; then any agreed accounting principles for the deal; then consistency with the accounting policies actually used in the reference accounts; and, only after those, the applicable general accounting framework. The idea is to reduce the room for a preparer to change the answer by changing the method, by pinning the method down in advance and requiring consistency with the picture the price was based on.

This hierarchy is a drafting technique, not a universal rule, and it is only as good as the care taken over it; where it is vague, the very consistency it is meant to guarantee becomes the thing the parties fight about. The broader point is that the completion accounts are prepared under whatever framework and policies the agreement specifies, and Moroccan company accounting norms sit in the background as the general framework rather than as a rule that settles each classification. The parties, not a statute, decide how the figures that drive the price are to be prepared.

A recurring source of confusion is that a completion-accounts mechanism can generate two very different kinds of dispute, and they are not resolved the same way. One kind is essentially an accounting or calculation question: how a defined item should be measured or classified under the agreed policies. The other is a legal or contractual question: what a definition actually means, whether a party complied with an obligation, or how the agreement should be interpreted. The first is naturally suited to an accountant; the second is a matter of legal interpretation.

Well-drafted agreements try to keep the two apart, because they route to different places. Accounting or calculation items are often referred to an independent accountant or expert whose mandate is limited to determining those specified items. Questions of contractual interpretation or legal liability may fall outside that mandate and be reserved to the courts or to arbitration, depending on the dispute-resolution clause and on how the price mechanism is drafted to interact with it.

The important caution is not to assume that an accountant has the last word on everything. It is wrong to say that an accountant's determination automatically settles every dispute or ousts the courts; whether it does, and for which questions, depends on the scope the parties gave the expert and on the applicable law — and, in Morocco, on the limits article 487 places on leaving price determination to a third party's discretion rather than to an agreed objective basis. The safe way to think about it is that the parties allocate accounting questions and legal questions deliberately, and the allocation is only as clean as the drafting makes it.

When completion accounts are used, the agreement usually builds in a structured way to disagree. The party preparing the accounts delivers a draft; the other side has a defined period to review it and either accept it or serve an objection notice setting out the items it disputes and its reasons; the parties then try to agree the disputed items; and whatever remains in dispute is referred, on defined terms, to an independent accountant or expert. This is the machinery that turns "we disagree about the price" into a bounded, resolvable process.

Where an expert is used, the agreement typically defines the expert's mandate quite tightly: which items are within scope, what materials the expert may consider, whether the expert acts as an expert rather than an arbitrator, and whether the determination is to be final and binding on the items referred (subject to limited exceptions such as fraud or manifest error). Confining the expert to the referred accounting items is deliberate — it keeps the fast, specialist route for the numbers while leaving other questions to the general dispute-resolution regime.

Two boundaries keep this honest. This guide describes the shape of the process; it does not provide, and should not be read as, a model dispute clause. And expert determination does not, as a matter of course, exclude the courts or arbitration: what an expert decides, how final it is, and what is left for a court or tribunal are questions of drafting and of applicable law, not a fixed feature of the mechanism. An expert route is a tool the parties can build for the accounting questions; it is not a universal ouster of every other forum.

One of the quieter risks in any price mechanism is counting the same economic item twice — deducting it once as debt and again through working capital, or recovering it once as a price adjustment and again as a claim under the seller's guarantee. Because the same real-world item (an unpaid tax liability, a disputed receivable, a provision, a transaction cost) can plausibly sit in more than one defined category, careless definitions can let it hit the price, or the seller's pocket, more than once.

The defence is coordination between the definitions. Agreements try to ensure that an item captured in net debt is excluded from working capital, that something already reflected in the price adjustment cannot also found a separate guarantee claim for the same loss, and that the boundaries between debt, working capital, provisions, leakage and indemnifiable matters are drawn so each economic item lands in exactly one place. This is detailed drafting work, and it is where a lot of the value of careful price-mechanism drafting actually sits.

The lesson is coordination, not alarm. It would be wrong to suggest that every overlap between categories is automatically an unlawful double recovery; often it is simply a drafting question the parties resolve by defining the boundaries clearly, and the applicable law and the agreement decide whether a particular overlap is a genuine double count. The practical point is that the categories in a price mechanism are interdependent, and they have to be read together rather than one at a time.

It is tempting to treat locked box and completion accounts as a strict either/or, but in practice the two are ends of a spectrum, and deals often sit somewhere in between. The parties are free, within the DOC's determinability framework, to build a mechanism that borrows from both or that adjusts only for the items they actually care about.

Common variations include a broadly fixed price with a limited adjustment for one or two defined items; a locked box reinforced with specific leakage protections or particular indemnities for known risks; completion accounts with caps or floors (collars) that limit how far the price can move; a net-debt-only adjustment that leaves working capital fixed; or a working-capital-only adjustment that leaves the debt position fixed. Each of these is simply a contractual choice about which risks to leave with the seller, which to pass to the buyer, and which to measure at completion.

The reason to flag hybrids is to avoid a false binary. A Morocco-governed deal is not obliged to pick one of two off-the-shelf mechanisms; the parties can and do tailor the price machinery to the particular business, the reliability of its numbers and the risks they are most concerned about. Describing the two main mechanisms is a way of understanding the building blocks, not a menu limited to two items.

The two mechanisms can be compared along a few consistent dimensions — but everything here describes tendencies of transaction practice, not legal consequences imposed by Moroccan law, and any of it can be reversed by drafting or by the facts of a particular deal.

Reference point: a locked box prices against accounts at a past locked-box date, whereas completion accounts price against the actual position measured at completion. Price certainty: a locked box tends to give more certainty at signing because the equity price is fixed, whereas completion accounts leave the final price open until the true-up is settled. Closing payment: under a locked box the buyer pays the fixed equity price, whereas under completion accounts the buyer pays an estimated price and settles the balance later.

Post-closing adjustment: a locked box has none for trading (the price does not change for the company's performance), whereas completion accounts are built around a true-up that can move the price up or down. Buyer protection against the numbers moving: a locked box relies on diligence into the reference accounts plus leakage cover, whereas completion accounts build the protection into the measurement at completion. Dependence on financial information: a locked box depends heavily on the reliability of the reference accounts at signing, whereas completion accounts depend on the completion figures and the agreed policies. Administration and dispute exposure: a locked box tends to involve less post-closing work and fewer accounting disputes, whereas completion accounts involve preparation, review and a real possibility of objections and expert determination.

Typical trade-off: a locked box is often associated with speed, certainty and a clean exit, at the cost of relying on historic accounts and negotiating leakage; completion accounts are often associated with pricing the real closing position, at the cost of post-closing administration and dispute risk. But it is wrong to reduce this to "locked box favours the seller" or "completion accounts favour the buyer": which side a mechanism helps depends on the information, the leverage, the definitions and the specific figures, and each can be shaped to protect either party.

A purchase-price adjustment recalculates the agreed consideration under the price mechanism — it establishes what the price actually is, given the defined cash, debt and working capital. That is a different thing from a claim under an indemnity, a warranty or the seller's guarantee, which is a remedy for a breach or an undisclosed liability. The two can interact, and the same underlying fact can be relevant to both, but they are not the same legal or economic mechanism, and treating a price adjustment as though it were a liability claim (or vice versa) is a genuine error. How caps, baskets, de minimis thresholds, survival periods and the architecture of liability work belongs to the seller liability protection (garantie d'actif et de passif) guide, not here; the price mechanism does not develop them, and the two regimes are drafted to avoid recovering the same loss twice.

A price adjustment is also not an earn-out. A completion-accounts adjustment measures the company's financial position at or around completion and settles a true-up shortly afterwards; an earn-out makes part of the consideration contingent on the company's future performance or on future events after the buyer is in control — future revenue, future profit, the achievement of milestones. The first looks at the position on the day; the second looks forward and depends on what happens next. They answer different questions and carry very different risks.

Because earn-outs raise their own distinct issues — how the performance metric is defined, how the business is run during the earn-out period, what the seller can and cannot influence, and how earn-out disputes are handled — they are deliberately left to a separate treatment and are not developed here. The point for a price mechanism is only the boundary: adjusting the price to the closing position is not the same as making the seller wait to see whether future targets are hit, and the two should not be conflated.

The price mechanism does not stand alone; it sits inside the transaction and connects to several other parts of it. It lives within the share purchase agreement, which is the container for the whole bargain — the structure, the payment architecture, and the doctrine of how and when the transfer becomes effective and opposable. This guide explains the price machinery inside that agreement; it does not rebuild the agreement or restate the transfer-effectiveness rules the agreement guide owns.

It also depends heavily on legal and financial due diligence. Diligence is what gives a buyer confidence in the reference accounts under a locked box, and what surfaces the items — debt-like liabilities, provisions, related-party flows, working-capital patterns — that feed the net-debt and working-capital definitions and the leakage list. The price mechanism uses those findings; it does not teach the diligence method, which is owned elsewhere.

Finally, it meshes with the signing-to-completion process. That guide owns conditions, satisfaction, waiver, long-stop dates, the closing sequence and the deliverables. The price mechanism connects to it at two points: under completion accounts, the estimated price is what actually moves at closing, with the true-up following later; and the interim-period controls that protect a locked box are part of the same signing-to-completion machinery. This guide explains when the estimated price is paid and when the price is trued up, but it does not re-derive the closing process itself.

The price the parties agree is not only a commercial figure; it also has a fiscal dimension, and that is one reason getting the price mechanism right matters beyond the parties' own economics. A transfer of shares or corporate interests in Morocco engages registration formalities, and the base on which registration duty is assessed is, broadly, the declared consideration or a higher market value where that applies — so the price the parties declare, and how a later adjustment changes it, can have consequences that a purely commercial view of the mechanism would miss.

This guide deliberately does not turn into a tax guide. It states no rates and works no calculations, partly because the detailed treatment sits outside the price mechanism and partly because fiscal rules and rates are set by successive finance laws and change over time; anything specific has to be checked against the current Code général des impôts and professional tax advice for the particular transaction. The safe, durable points are only these: a share transfer carries registration and tax consequences, those consequences attach to the consideration, and a price mechanism that adjusts the consideration can therefore have a fiscal footprint.

It is also wrong to assume that the contractual price mechanism settles the tax position by itself. How the consideration is characterised, valued and taxed is a separate question governed by the applicable fiscal rules, not something the parties fix simply by choosing a locked box or completion accounts. The interaction is real and worth flagging; the detail belongs to tax analysis, not to this explanation of the price machinery.

To be explicit about the limits: this guide explains purchase-price mechanics, not the whole transaction. It does not reproduce the share purchase agreement or its transfer-effectiveness doctrine, walk through the acquisition process, set out the due-diligence method, develop the seller's representations and warranties, or rebuild the signing-to-completion process.

It does not develop the seller's garantie d'actif et de passif or the architecture of caps, baskets and thresholds; it does not develop earn-outs or contingent future consideration, which are reserved for separate treatment; and it does not provide tax rates, accounting rules or a valuation methodology. It states market practice as practice and Moroccan law as law, and it does not present any formula as a legal rule.

It provides no template, model clause, completion-accounts timetable or price formula, and it describes no service and makes no offer. Where a defined legal question needs a formal conclusion, that is the province of a Moroccan-law legal opinion, and the governing-law question belongs to the choice-of-law guide.