Morocco: Unlock the Best Process for Director Changes

In Morocco, director changes are an essential part of corporate governance, requiring careful attention to legal processes, compliance, and documentation. Below is a detailed overview of the steps and requirements involved in a director change, tailored to both LLCs (SARLs) and PLCs (SAs), along with critical legal considerations.

How Does Representation Authority Work in Morocco?

In Morocco, representation authority differs based on the company type:

• LLC (SARL): The gérant (manager) is the sole legal representative with broad powers, subject to restrictions defined in the Articles of Association or shareholder resolutions.
• PLC (SA): Representation is typically vested in the Directeur Général (General Manager) or Président Directeur Général (Managing Director). Delegation of authority can occur but must be justified, clear, and formalized to mitigate liability risks.

What Is the Management Structure for Companies in Morocco?

• LLC (SARL): There is no board of directors. The management is centralized in one or more managers, appointed by 75% of shareholders.
• PLC (SA): Governed by a board of directors with at least three members (up to twelve or fifteen for listed companies). Directors are elected by shareholders, and the board appoints the CEO or Chairman-CEO.

How Are Director Changes Decided in Morocco?

• LLC (SARL): Director changes must be approved by shareholders holding at least 75% of the share capital through a resolution.
• PLC (SA): Director changes are decided at a general shareholders’ meeting or by the board of directors, depending on the company’s bylaws.

What Are the Legal Compliance Considerations for Director Changes?

• Eligibility: In PLCs, directors must hold at least one qualifying share unless exempted by the bylaws.
• Liability Protection: Any delegation of authority must be justified, clearly defined, and formalized to reduce liability risks.

What Steps Should Be Taken to Manage a Director Change?

The process involves a structured timeline:

Preparation Phase (15 Days Before the Meeting)

• Notify the board of directors about the upcoming meeting and the agenda.
• Prepare draft resolutions and supporting documents, including the share transfer form.

Board of Directors Meeting (Day of Meeting)

• Review the managing report and propose the director change to shareholders.
• Record minutes of the meeting.

Ordinary General Meeting (15 Days After the Board Meeting)

• Shareholder approval of the director change and share transfer.
• Ensure quorum and majority requirements are met.

Finalization (15 Days After the Ordinary General Meeting)

• Convene another board meeting to formally acknowledge the shareholder-approved changes.
• Finalize resolutions and share transfers.

What Should Be Done When an Outgoing Director Resigns or Is Removed?

To ensure proper documentation, the following steps must be followed:

1. Resignation Letter: The outgoing director submits a written resignation, specifying the effective date.
2. Acknowledgment by the Board: The board convenes a meeting to accept the resignation and document the decision.
3. Co-Option of a New Director: If permitted by the bylaws, the board may temporarily co-opt a new director until the next shareholders’ meeting.
4. Shareholder Approval: Shareholders must approve the resignation and new appointment at the next general meeting.

What Legal Documents Are Required for a Director Change in Morocco?

Key documents include:

• For the Board Meeting: Convocation letters, minutes, and attendance sheets.
• For the General Meeting: Convocation letters, minutes, and attendance sheets.
• Supporting Documentation: Power of Attorney (PoA), identification documents, share transfer form, and share capital distribution details.

Should the Bylaws Be Amended After a Director Change?

The bylaws may need to be updated depending on the governance structure:

• Inclusion of Director’s Name: If the bylaws specify the names of directors, they must be updated to reflect the resignation and appointment.
• Update of Management Powers: Any changes to the scope of the new director’s authority should be detailed.

How Should a Director Change Be Filed with Authorities?

For compliance, the following details are required for filings with local regulatory and corporate authorities:

• Personal Information: Full name, date of birth, nationality, and passport/ID number.
• Contact Information: Residential address.
• Professional Details: Position, term of appointment, and start date.

What Are the Requirements for Appointing Foreign Nationals as Directors?

Appointing a foreign national as a director is typically straightforward, with minimal restrictions unless in regulated sectors like pharmaceuticals or insurance. They must provide personal details and professional information, including name, nationality, date of birth, address, and position details.

What Documents Are Needed for Filing a Director Change?

No standard forms are required, but the following documentation must be prepared:

• Meeting notices, minutes, attendance sheets, share transfer forms (if applicable), and copies of IDs for the outgoing and incoming directors.

How Is a Director Change Filed in Morocco?

The filing process involves two steps, to be completed within 4 to 6 business days:

1. Register with the tax authorities.
2. File with the Trade Registry once tax registration certificates are issued.

Are Director Changes Required to Be Published in Official Records?

While not legally required, it is recommended to complete publicity formalities to enhance transparency. Submitting a notice summarizing the director change to official publications is a good practice.

What Is the UBO Identification Process in Morocco?

Under Decree 2-21-708 and Law 43-05, the Ultimate Beneficial Owners (UBOs) are individuals who hold at least 25% of the company’s capital or voting rights. A director change must be reported to ensure the UBO register is updated.

What Are the Responsibilities of a Newly Appointed Director in Morocco?

A newly appointed director has significant responsibilities, including:

• General Management and Representation: Acting on behalf of the company, signing documents, and managing banking operations.
• Delegation of Authority: Delegating specific responsibilities to a Directeur délégué (delegate).
• Fiduciary Duties: Overseeing major commercial strategies, ensuring the company adheres to its corporate purpose.
• Financial Oversight: Ensuring timely filing of annual accounts and financial statements with the Trade Registry and tax authorities.

What Should an Outgoing Director Do to Ensure a Smooth Handover?

To limit liability and ensure a smooth transition:

• Document all responsibilities and company property, including records, assets, and bank accounts.
• Address any unresolved liabilities and regulatory issues.
• Disclose any irregularities or concerns during their tenure.

How Do Director Changes Affect Multinational Corporations?

In multinational corporations, a director change can have significant legal implications across jurisdictions. Companies must ensure compliance with local regulations, review contractual obligations, and manage tax and governance risks in all involved countries.

How Does Klea Support Director Changes in Morocco?

Klea offers compliance tools to facilitate the documentation and filing processes related to director changes. With Klea’s powerful management platform, companies can efficiently navigate the legal complexities of appointing or removing directors in Morocco, ensuring all required steps are taken in line with local regulations.

For more insights into processes in other jurisdictions, explore our article, Unlock the Best Director Change Process in Hong Kong: Expert Insights and What You Need to Know.

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