Setting up an SAS in Morocco: legal flexibility

The simplified joint-stock company (SAS, société par actions simplifiée) has existed in Morocco since Law No. 19-20, published in the Official Bulletin in August 2021. Its great strength is the freedom it gives you in drafting the articles of association: the shareholders themselves decide how the company is run, how decisions are taken and how shareholders come in and leave.

The SAS replaced the former “société anonyme simplifiée”, which only companies could form. It is open to any natural or legal person, alone or with others. It works as well for a sole entrepreneur as for a start-up bringing in investors or a group setting up a subsidiary.

The legal framework

The SAS is governed by Title III bis of Law No. 5-96 (Articles 43-1 to 43-15), added by Law No. 19-20 (Dahir No. 1-21-75 of 14 July 2021, Official Bulletin No. 7014 of 19 August 2021). Beyond that, the rules of Law No. 17-95 on public limited companies (sociétés anonymes, SA) apply where they are compatible with this title, except for a list of articles the law excludes (notably those on minimum capital, the board of directors, the management board and the supervisory board).

Why choose an SAS: legal flexibility

Wide freedom in the articles

“The organisation and operation of the simplified joint-stock company are freely determined by the articles of association” (Article 43-4). The shareholders choose the management bodies, the majority rules and how collective decisions are taken. All the shareholders sign the articles on incorporation.

Governance designed around you

• A president is mandatory. Appointed as the articles provide, the president binds the company towards third parties with the widest powers, within the limits of the corporate purpose (Article 43-8).
• You can appoint other officers (managing director, committee and so on), whose powers between shareholders are set by the articles.
• The president and other officers can be legal persons. Their own directors then carry the same obligations and liabilities as if they were acting in their own name (Article 43-9).
• There is no mandatory board of directors: the articles decide whether to have a collective body.

Note: clauses limiting the president’s powers cannot be relied on against third parties, and the liability rules for SA directors apply to the president and officers of an SAS.

Control over who holds shares: approval and lock-up

• Approval clause: the articles can make any share transfer subject to the company’s prior consent (Article 43-6).
• Lock-up clause: the articles can prohibit share transfers for up to ten years (Article 43-6).
• A strong sanction: any transfer made in breach of the articles is void.

Planning how shareholders come in and leave

Thanks to the freedom granted by Article 43-4, the articles – or a separate shareholders’ agreement – can govern changes in the shareholding: pre-emption rights between shareholders, tag-along rights, terms for a founder’s departure and so on. How these clauses are drafted, and how far they reach, must be assessed case by case against the applicable law. We recommend taking professional advice on this point.

Flexible capital, and contributions of services allowed

• You set the amount freely in the articles; there is no legal minimum (Article 43-5).
• Cash shares must be at least one-quarter paid up on subscription, with the balance in one or more instalments within three years of registration. Shares issued for contributions in kind are fully paid up.
• An SAS can issue non-transferable shares in return for contributions of services (know-how, work). The articles set the terms.

A single shareholder is possible: the SASU

An SAS can be formed by one person: this is the SASU (single-shareholder SAS). If all the shares end up in one person’s hands, the company continues and its name is adjusted (Articles 43-1 and 43-10). A company of any form can also convert into an SAS by unanimous decision of its partners (Article 43-2).

Limits to be aware of

• An SAS cannot offer securities to the public. Its officers face a criminal fine if it does (Articles 43-3 and 43-15).
• Its deeds, invoices and documents must show the company name followed by “SAS” or “SASU”, the capital, the registered office and the trade register number (Articles 43-12 and 43-14).
• Statutory auditor: mandatory above a turnover threshold set by regulation. The shareholders can appoint one, or the court can at a shareholder’s request (Article 43-11). The statutory auditor reports on agreements between the company and its officers.
• Freedom has a flip side: bespoke articles need careful drafting.

SAS or SARL: a comparison

In short: the private limited company (SARL) remains a simple, tried-and-tested form, well suited to a project between a few partners who know each other (see our guide setting up a SARL in Morocco). The SAS becomes attractive as soon as governance, bringing in investors or controlling the shareholding matter to you. The choice also depends on tax and social security questions specific to your situation, which we look at with you.

Setting up an SAS: the steps

The steps are similar to those for a SARL. You can complete them online on directentreprise.ma, the official company formation platform, available across the whole country since March 2025:

1. a negative certificate from OMPIC, Morocco’s industrial and commercial property office, confirming the company name (valid for 90 days);
2. drafting and signing of the articles by all the shareholders;
3. subscription forms and a declaration of subscription and payment – steps specific to joint-stock companies (SA, SAS, SCA), according to OMPIC;
4. depositing the funds with a bank, which issues a certificate;
5. registration of the articles, professional tax (taxe professionnelle) registration and a tax identification number;
6. registration on the trade register (Registre de Commerce, RC);
7. publication in the Official Bulletin and in a newspaper authorised to carry legal notices, then registration with the National Social Security Fund (CNSS).

How we help you

• Choosing the form: SAS, SASU, SARL or SA, depending on your project.
• Bespoke articles: governance, the president’s powers, collective decisions, approval and lock-up clauses, and how shareholders come in and leave.
• Preparing and handling the incorporation formalities.
• After incorporation: accounting, annual company secretarial work and payroll. For matters outside our remit, we work with partner lawyers.

Frequently asked questions

See also: our company formation package · tax and legal · contact.