CREATIVE PROCESSES
CREATION DOSSIER
There are various steps involved in putting together a business start-up application. This process comprises the following stages, which are set out in this section.
The name and acronym (Negative Certificate)
The Certificate of No Objection confirms that the proposed name (the name chosen for the company), acronym or trading name is not already in use and may be used for registration in the Commercial Register. This document can be requested online via the website of the Moroccan Office for Industrial and Commercial Property (OMPIC).
The head office
When setting up a company, it is necessary to assign it an address for its registered office, which must be specified in its articles of association. This address may be taken from a title deed, a commercial lease, a subletting agreement (with the landlord’s consent) or a registered office agreement. Whichever option is chosen, the location of the registered office must comply with tax requirements.
The Articles of Association
This stage of the set-up process applies to business entities, with the exception of individuals and branches.
The articles of association are an essential element in ensuring the smooth running and long-term viability of a company. They contain key information about the company (registered office address, legal form, corporate purpose, name, amount of share capital, etc.) and its operating and governance rules (management, allocation of profits and losses, rules governing the acquisition and disposal of shares, etc.).
The articles of association may be drawn up by a notarial deed at the request of the partners, or by a private deed drawn up by the parties or by third parties (a fiduciary, legal adviser, etc.). It is important to read carefully and fully understand all the articles of the model articles of association, if these are used, before adopting them.
The articles of association must be approved and signed by all the founding members.
Preparation of subscription forms, subscription declarations and payment declarations
This step applies to companies incorporated as SA, SAS or SCA.
The subscription form is a document that must be completed by anyone wishing to acquire a stake in the company. It constitutes a commitment to make a contribution in cash and/or in kind.
Declaration of subscription and payment
This requirement applies to companies incorporated as SA, SAS or SCA.
The subscription and payment declaration is a document, drawn up and signed by the chairman, in which he states the amount of the payments made by the shareholders.
Freezing of the amount of paid-up capital
This stage applies to companies of the following types: SARL (with a share capital in excess of 100,000 DH), SA, SAS or SCA.
This involves placing the amount corresponding to the share capital on hold with a bank and obtaining a certificate confirming this. It should be noted here that for public limited companies (SA), simplified joint-stock companies (SAS) or limited partnerships with share capital (SCA), there is no statutory minimum share capital requirement.
For limited liability companies (SARLs), it is compulsory to freeze the share capital if it exceeds 100,000 DH, with the option to freeze a quarter of it at the time of incorporation and the remainder within five years.
For public limited companies (SA), at least a quarter of the share capital must be tied up at the time of incorporation, with the remainder to be tied up within three years. For simplified joint-stock companies (SAS) and limited partnerships with share capital (SCA), the share capital must be fully paid up at the time of subscription.
