The Moroccan legal landscape has undergone a major evolution with the introduction of the Simplified joint-stock company (SAS) by law n°19-20, published in the Bulletin Officiel in July 2021. This reform marked a genuine modernization of company law in Morocco, offering entrepreneurs and investors a flexible legal vehicle inspired by the French model, but adapted to the realities of the Moroccan market.
The SAS is distinguished first and foremost by its great flexibility. Unlike the société anonyme (SA), which is governed by strict rules of corporate governance, the SAS gives associates a great deal of freedom to organize the company's operations. The Articles of Association determine the division of powers, decision-making procedures, the appointment of directors and the conditions under which shareholders may join or leave the company. This flexibility is a major advantage for start-ups, innovative companies and joint ventures that require a tailor-made organization.
Another advantage of the SAS is its share capital. The law does not impose any minimum amount, unlike the SA which requires at least three million dirhams in the event of a public offering. This point greatly facilitates business creation, especially for young entrepreneurs who do not have access to significant funds. The SAS thus makes it possible to start an activity with capital adapted to the real needs of the project.
The SAS also promotes investment. It allows you to easily structure fundraising by welcoming new shareholders without upsetting the balance between founders. Shareholder agreements and statutory clauses can be adapted to protect minority shareholders, organize gradual exits or provide pre-emption mechanisms. Thanks to this flexibility, the SAS becomes a preferred vehicle for investors in venture capital or private equity.
In terms of governance, the SAS is distinguished by the possibility of appointing a single chairman, who may be an individual or a legal entity, Moroccan or foreign. This simplifies the management of the company, while leaving the partners free to set up collegial bodies if they so wish. This streamlined organization encourages rapid decision-making, which is ideal for fast-growing companies.
In legal terms, the law 19-20 amending and supplementing law 17-95 on public limited companies supervised the SAS while maintaining a high level of security. For example, it requires the writing of precise statuses, registration in the Commercial Register and the appointment of a president. It also provides for the possibility of preferred shares and shares without voting rights, which offers great freedom in capital structuring.
The SAS represents a major advance in Moroccan company law. It combines the credibility of a limited company with the flexibility of a customized organization. It is particularly well suited to technology start-ups, subsidiaries of international groups and strategic partnerships looking for a modern, flexible vehicle.
At Auditia, We help entrepreneurs and investors choose the most appropriate structure for their projects. We can help you draw up customized articles of association, in compliance with French law 19-20, and secure relations between partners.
Would you like to set up an SAS in Morocco and benefit from its legal flexibility? Contact Auditia today to benefit from personalized support and build a company that reflects your ambitions.
