Changing your SARL: registered office, manager, capital and share transfers

The articles of association of a private limited company (SARL) are not set in stone. But every amendment is governed by three sets of rules. First, you need a valid decision of the partners, passed by the right majority. Next come the filing, publication and registration formalities, all within short deadlines. Finally, each operation carries its own tax obligations.

A decision that is valid but not published may be unenforceable against third parties, or even void. A poorly documented share transfer may have no effect at all as far as the company is concerned. This guide covers the four most common operations and the mistakes we come across.

The common rules

• Majority: any amendment to the articles of association is decided by partners holding at least three quarters of the capital. Any clause requiring a higher majority is deemed unwritten. The majority can never force a partner to increase their commitment (article 75 of Law No. 5-96).
• Filing and publication: deeds amending the articles are subject to the same court registry filing and publication requirements as the incorporation (article 97). If these formalities are not completed, the deed or decision is void (article 98) and the directors face a fine of 10,000 to 50,000 dirhams (MAD) (article 108).
• Trade register: any entry in the trade register (Registre de Commerce, RC) for which no specific deadline is set must be applied for within one month of the deed (article 75 of the Commercial Code). Delay is punishable by a fine of 1,000 to 5,000 dirhams after formal notice (article 62 of the same code).

1. Moving the registered office

In outline

Moving the registered office amends the articles of association. It requires a decision of the partners, updated articles, the filing and publication formalities and an amending entry in the trade register. Where the new registered office falls within the jurisdiction of another court, the file must also be transferred from one local register to the other.

Points to watch

• The tax authorities must be notified within thirty days of the move, at the tax office for the new registered office (article 149 of the General Tax Code, CGI). Otherwise, the company continues to be notified and taxed at its last known address. A notice of audit or reassessment can then be validly sent to an address the company no longer occupies, and the response deadlines run without its knowledge.
• The lease and domiciliation: a registered office with a domiciliation provider, or in premises whose lease is not in order, creates a risk of missed notifications.
• Business documents: invoices, letterhead and the website must show the correct registered office (article 45 of Law No. 5-96).

2. Changing the manager

In outline

The manager is appointed by the partners, either in the articles of association or by a later deed (article 62). Replacing a manager who is not named in the articles does not amend the articles. It must nevertheless be entered in the trade register and brought to the attention of third parties.

Points to watch

• Removal is decided by partners holding at least three quarters of the shares. Removal without just cause may give rise to damages. Any partner may also apply to the court for the manager’s removal on legitimate grounds (article 69).
• The former manager remains exposed for past management: a liability claim is time-barred five years after the harmful act or its discovery (article 68). A badly prepared discharge does not protect them: no decision of the general meeting can extinguish a liability claim against managers for mismanagement (article 67).
• The de facto manager: anyone who carries on running the company without a mandate is treated as a manager for the purposes of criminal penalties (article 100).
• Bank and administrative authorities – bank mandates, access to the tax and social security online services, electronic signature – must be updated at the same time. This is often where things get stuck.

3. Increasing the capital

In outline

A capital increase through new contributions requires a three-quarters majority. For a capitalisation of profits or reserves, a majority of half of the shares is enough (article 75).

Points to watch

• The existing capital must be fully paid up before any new shares are subscribed in cash, failing which the operation is void (article 51).
• The rules on depositing funds in a blocked account and withdrawing them also apply to a capital increase (article 52).
• Contributions in kind follow the same valuation rules as at incorporation. Note: at incorporation, contributions in kind are exempt from registration duties (droits d’enregistrement) if they are valued by a contributions auditor (commissaire aux apports) qualified to act as statutory auditor; a capital increase through a contribution in kind, however, is not exempt and bears duty at 0.5% (articles 129-IV-23° and 133-I-H of the CGI). False statements about the payment or deposit of funds are criminal offences, including in a capital increase (article 113).
• On the tax side, capital increases through cash contributions, through the capitalisation of partners’ current-account receivables or through the capitalisation of profits or reserves are exempt from registration duties (article 129-IV-23° of the CGI). How each type of contribution is structured and documented still matters.

4. Transferring shares

In outline

Shares can be transferred freely between partners (article 60) and, unless the articles provide otherwise, between spouses and relatives by blood or marriage up to the second degree (article 56). A transfer to a third party requires the consent of a majority of partners holding at least three quarters of the shares, following a notification procedure. The company has thirty days to decide. If it refuses, the partners must buy the shares, or have them bought, within a set period, at a price which, failing agreement, is fixed in accordance with article 14 (article 58).

Points to watch

• Form: the transfer must be recorded in writing, failing which it is void. It is enforceable against the company only once formally served, or once a copy has been lodged at the registered office against a certificate from the manager. It is enforceable against third parties only after publication in the trade register (articles 16 and 61).
• The approval procedure: an incomplete notification or a miscalculated deadline weakens the transfer and opens the door to challenges.
• Registration duties: a share transfer is in principle exempt from registration duties. The exemption depends on producing a certificate, in the form prescribed by the tax authorities, stating that the company is neither a transparent property company nor a predominantly property-holding company (article 129-IV-25° of the CGI). Without it, the transfer is taxed.
• The seller’s tax: for an individual partner, the net gain on selling shares in an unlisted company is subject to personal income tax (IR) at 20% (article 73-II-F-2° of the CGI). Since 1 January 2026, the seller must pay the tax on their own initiative, using a payment slip (bordereau-avis), within thirty days of each sale (articles 84-I and 173-I of the CGI); otherwise the penalty and surcharges under article 208 apply. The year’s sales are then summarised in an annual return, filed before 1 April of the following year. The price and the acquisition cost must be documented.
• Audits: the returns of taxpayers who sell securities can be adjusted under the accelerated procedure (article 221 of the CGI). A sale price that is clearly understated attracts attention.
• Disposals of major assets: selling more than 50% of the company’s assets over twelve months also requires a three-quarters majority, on the basis of a report from the manager (article 75).

The mistakes we see most often

1. Decisions taken informally “between partners”, without proper minutes or an entry in the register of resolutions.
2. A change of registered office notified to the trade register but not to the tax authorities, with notices still arriving at the old address.
3. A share transfer signed on a template, without proper approval, without the tax certificate and without publication in the trade register.
4. A new manager who discovers tax or social security liabilities because nobody reviewed the company before they took office.
5. A capital increase by converting current accounts, with no documents proving that the capitalised receivables are genuine and correctly stated.

How we can help

For each operation, we:

• check that it is feasible under the articles of association and the law (approval clauses, majorities, minority rights);
• prepare the decisions and deeds, and complete the filing, publication and registration formalities on time;
• deal with the tax side: the transfer declaration, the certificate for the registration duty exemption, calculating and declaring the capital gain, and checking current accounts;
• where useful, review the company’s position before a new shareholder comes in or a new manager takes office.

Planning a change? See our tax and legal advisory page and contact the firm before you sign anything.