In the life of a society, important decisions cannot be taken unilaterally. They must be approved by the partners or shareholders gathered in a meeting. This is where majority rules come into play, a fundamental principle of Moroccan corporate law. These rules determine the number of votes necessary to adopt a decision and guarantee a balance between the rights of minorities and the power of the majority, particularly when company creation and drafting of statutes.
In limited liability companies (SARLs), the Moroccan Commercial Code distinguishes between two main types of decision. For ordinary decisions, such as approving the annual financial statements or appointing a manager, the law requires a majority of shares, i.e. more than half the share capital. If this majority is not reached at the first meeting, a second meeting can be called, and decisions can then be taken by a simple majority of the votes cast, regardless of the capital represented.
Extraordinary resolutions, on the other hand, follow a stricter rule. They concern modifications to the Articles of Association, such as a capital increase or reduction, a change of corporate purpose or the transfer of the registered office. In such cases, the required majority is three-quarters of the shares, unless otherwise stipulated in the Articles of Association. This requirement is designed to protect the company's legal stability and prevent a blocking minority from blocking its development.
In public limited companies (SA), the regime is more nuanced. Ordinary general meetings, which deal in particular with day-to-day management and the approval of accounts, require a majority of votes cast, in a framework where a independent auditor. Extraordinary general meetings, for their part, in principle require a two-thirds majority of votes to adopt decisions modifying the statutes. This mechanism ensures a balance between the effectiveness of decision-making and the protection of minority shareholders.
It is important to note that the company's bylaws can sometimes modify these rules, while respecting the legal minimum. Some associates choose to impose higher majorities for certain sensitive decisions, or on the contrary, to provide for greater flexibility in order to make governance more fluid.
Majority rules are therefore much more than a simple legal formality. They condition the functioning of the company, influence the relationship between partners and can have a direct impact on its stability and development. Poorly controlled, they become a source of conflicts and blockages, which sometimes justifies a audit and reliability of internal control. Well thought out, they guarantee clear governance and a climate of trust between partners.
At Auditia, We support entrepreneurs and managers in drafting articles of association tailored to their needs, while ensuring that majority rules are secure to prevent future disputes. Our expertise enables us to reconcile flexibility and legal certainty, so that your company's decisions are taken within a clear framework that complies with the law.
Would you like to set up a company in Morocco or adapt your articles of association to give you greater decision-making security? Contact Auditia today and benefit from tailor-made support in structuring effective, untroubled corporate governance.
