L’essentiel de la comptabilité des sociétés

ESSAKHI Khaoula
N 2725

14/04/2021
 I. Introduction

The joint stock company is a company in which the partners, called shareholders
because of a right by reason of a right represented by a negotiable instrument or share, bear the
debts of the company debts only up to the amount of their contributions.

So to create a SA, you need at least 5 people. This creation activity requires at least
300,000 MAD of donations. When public savings are required, the minimum contribution
required will increase to 3 000 000 MAD.

 The liability of the partners is limited to their contribution to the company.

 Membership can be freely transferred by selling shares.
 It has a clear expansion dynamic, giving priority to the funds provided rather than the
personalities of the partners.

2 types of management

 Board of Directors and Supervisory Board

 Traditional Board of Directors

II. Steps in the incorporation of the company

1. Negative certificate:

It is a document that certifies that the name, logo or sign is not already in use and can
therefore be used for the registration for registration in the Trade Register.

Figure 1 Negative certificate

Where Online: www.directinfo.ma
- Regional Investment Center / OMPIC
Desk
organization concerned Moroccan Office of Industrial and
Commercial Property (OMPIC)
document to submit Form to be downloaded and completed at
www.ompic.org.ma
- CIN of the applicant
Costs - 230 MAD (including 20 Dhs of stamp
duty).

2. Prepare the creation file

 Corporate office
 The corporate office of a company is an address, sometimes specified in the articles of
association, sometimes by a separate deed, sometimes in ad hoc registers, which
constitutes its legal domicile and therefore its nationality.
 Establishment of statutes.
 The statute is a set of contractual and legal provisions that define the impersonal and
objective rules applicable to a given legal situation.
 Costs for the establishment of the statutes.

organization concerned Lawyer, notary, fiduciary, accountant,

legal advisor.
Costs -Fees of the firm
- Stamps of 20 MAD on each sheet.

 Preparation of subscription forms

The subscription form is a document that you must fill in if you participate in the
capital of your company (SA, SAS or SCA). This form constitutes a promise to
contribute in cash.

 Fees for the preparation of subscription forms

organization concerned Lawyer, notary, fiduciary, accountant,

legal advisor.
Costs -Fees of the firm

 Blocking of capital
  You will have to block your capital with your bank, this one will deliver youa
certificate of blocking.
 At least ¼ of the capital will have to be blocked at the time of the creation and the
within five years for the SARL and three years for the SA.
 For the SAS and the SCA, the capital must be fully paid up at the subscription.

organization concerned bank

document to submit - Draft articles of association signed by all
partners
-Copy of the negative certificate
- Copy of the CIN of the manager

3. Submission of the business creation file

The deposit of the file of creation is done by appointment

Where Regional Investment Center / Depository

document to submit Use the online business creator's assistant
from the from the portal of the Regional
Investment Centre (CRI)
in your region
Costs Using the online business creator's assistant

4. Processing of the file of creation of a company

The creation files are processed at the Back Office level by the office by the
representatives of the different administrations concerned by the creation (taxes, CNSS etc.),
The average creation time in 2009 was 5 working days. was 5 working days.

 Registration of acts

document to submit Statutes , lease contract

organization concerned Regional Directorate of Taxes
represented in the within the RIC
costs - Statutes: 1% of the capital - minimum
1000 MAD
NB: 30% penalty if the act exceeds 30
days
- Lease contract: fixed fee of 200 MAD.
NB: penalty of 200 MAD if the act
exceeds 30 days.
- PV: fixed duty of 200 MAD.
  Business tax registration and tax identification

organization concerned Regional Directorate of Taxes

represented in the within the RIC
costs None

 Registration in the commercial register

The trade register is a record that centralizes a certain amount of legal information which
constitute the identity card of the company.
organization concerned Commercial Court represented in the
Regional Investment Centre.
costs 350 MAD (200dhs for the deposit 150dhs
for
registration).
Companies concerned All companies

 Affiliation to the CNSS

Affiliation to the CNSS is a legal obligation. Any company subject to the social security
system must be affiliated with the CNSS, which issues an affiliation number that is equivalent
to administrative recognition of its identification, registration and to the system.
organization concerned National Social Security Fund
represented in the RIC.
costs None

5. Withdrawal of the business creation file

After processing your file, you will be notified by SMS to come and collect your file

provided with the deposit receipt.

6. Publication of a notice of registration

Once your company is registered in the Trade Register and within a period not exceeding
one month, two advertisements are mandatory in the legal gazette and the official bulletin.
After processing the documents, SMS will notify you to retrieve your documents A receipt of
deposit is provided.

Publication of a registration notice :

 Once your company is registered and the period does not exceed
One month, the legal declaration magazines and newsletters require two
advertisements
Official.

1 Publication in the Official Bulletin :

Where Regional Investment Center
- Official Printing Office
Organisme concerné - Official Printing Office
Charges 4 MAD / ligne
- 15 MAD de frais d’envoi
2 Publication in the newspaper of legal announcements
Where Journal of legal notices
Organisme concerné Journal of legal notices
Charges 8 to 10 MAD / line
Incorporation of companies And tax optimization
 The organizational structure of the company will result in a registration fee, the rate
depends on the nature and the amount of capital.
 For tax purposes, these contributions can be made either in :
 Cash
 Materials and goods
 Movable property
 Accounts receivable
 Real estate
 Production equipment
 Goodwill
 Intangible items
These contributions can take the following forms:
 Outright contributions : These are donations paidBy shares or only by shares Written
into the company's articles of association. They can be in Money, goods, receivables,
customer forms, office furniture, equipment, buildings or goodwill. business.
 Contributions for valuable consideration : they are contributions charged with debts
assumed by the company created,
  Mixed contributions : these are contributions of which one part is purely and simply
and the other part is for consideration;
According to the new January 2018 finance law, several rates are rectified:

o 6% rate
transfers, whether free of charge or against payment, of shares or corporate units of the real
estate companies referred to in Article 3-3
-leases with perpetual annuities of real estate, long leases, those for life and those of unlimited
duration
- transfers of lease rights or of the benefit of a lease promise
- deeds and agreements concerning the acquisition of real estate by credit institutions and
similar organizations, Bank Al Maghrib, the Caisse de dépôt et gestion of deposit and
management and the companies , insurance and reinsurance companies, whether these
buildings are intended for residential use, commercial, professional or administrative use.
o 3% rate
assignments and transfers of perpetual and life annuities and life annuities and pensions for
valuable consideration onerous.
-auctions, sales, resales, assignments sales, resales, assignments, retrocessions, contracts and
all other civil or judicial acts transferring ownership, whether free of charge or the first sale of
social housing and the second sale of social housing;
-the first sale of social housing and of housing with low the first sale of social housing and of
housing with low real estate value
o 4% rate
deeds and agreements for the acquisition, for a consideration or free of charge, of bare land or
land with buildings to be demolished, registered or unregistered.
-the acquisition by natural or legal persons of built premises, whether these premises are
intended for residential, commercial, professional or administrative use
commercial, professional or administrative use as well as the acquisition of the said premises
by credit institutions or similar organizations.
o 1,5% rate
deeds constituting a mortgage or pledge on a business as security for a current or potential
debt.
- leases of industry, contracts for construction, repairs and maintenance and all other movable
goods likely to be estimated made between private individuals and which contain neither sale
nor promise to deliver goods, commodities or other movable goods
-contracts, transactions, promises to pay, account closures, bills, warrants, conveyances,
assignments and delegations of claims
- deeds of transfer between co-owners of undivided rights of agricultural properties located
outside the urban perimeter
-goods in stock transferred with the business when they are the subject of a detailed inventory
and a separate estimate
o 1% rate
transfers of bonds in companies or enterprises and of bonds of local authorities and public
establishments
-guarantees of sums, securities and movable objects, securities guarantees and indemnities of
the same nature
-State contracts, the price of which must be paid by the Treasury
-receipts, compensations, renunciations and all other acts and writings releasing sums and
securities, as well as withdrawals of repurchase agreements exercised within the stipulated
periods
-the incorporation or increase in capital of companies or economic interest groupings carried
out by new contributions, purely and simply, with the exception of the liabilities affecting
these contributions which are subject to transfer duties for valuable consideration