Investing in Agadir as a Foreigner or a Moroccan Abroad: The Legal Framework

Tourism, export agriculture, fishing and processing, logistics, real estate and services: every year the Agadir region attracts foreign investors and many Moroccans living abroad who want to start a business in their home region. Morocco offers an open framework for investment, but a few rules determine how secure the project is, in particular whether you will one day be able to repatriate your capital and profits. Here are the key points.

Choosing the right structure

An investment can take several forms:

• setting up a Moroccan company, usually an SARL or an SA, wholly or partly owned by the foreign investor;
• opening a branch of a foreign company;
• acquiring a stake in an existing company;
• investing in property, personally or through a company.

The choice depends on the activity, the number of partners, taxation and exit plans. The articles of association and the shareholders’ agreement are especially important when a foreign investor teams up with a local partner. See setting up an SARL in Agadir.

Support from the CRI and the investment charter

The Souss-Massa Regional Investment Centre (CRI) acts as a one-stop shop for investors: information, company formation and help with permits. The investment charter adopted in 2022 also provides support schemes for certain projects, according to criteria set by the texts. It is worth checking early on whether your project may qualify.

Transferring funds: a rule not to overlook

This is the most frequently underestimated point. Foreign investments financed in foreign currency and properly documented benefit from a convertibility regime that allows, within the exchange control rules, the transfer of income (dividends) and the repatriation of the proceeds of a sale or liquidation. To benefit from it:

• bring the funds in by bank transfer from abroad;
• keep the bank records of the transaction;
• make sure the investment is properly declared and documented.

An investment paid in cash or without a bank trail can complicate, or even prevent, future repatriation. Moroccans abroad should apply the same discipline.

Property

Foreign nationals can freely buy urban property in Morocco; agricultural land is subject to restrictive rules. Before any purchase, check the land title, planning and that there is no co-ownership. See buying property in Agadir, land title or melk land and, for the northern coast, Aourir, Tamraght, Taghazout.

Employment and residence

• Hiring a foreign employee generally requires their employment contract to be approved by the labour authorities.
• A foreign investor settling in Morocco must regularise their residence with the competent authorities beyond the period allowed without a permit.
• Moroccan employees must be registered with the CNSS, and the Labour Code applies. See dismissal: the procedure to follow.

Taxation and international agreements

Morocco has concluded tax treaties with many countries to avoid double taxation, as well as investment protection agreements. How they apply depends on your country of residence and the structure chosen, so coordinated tax and legal advice is recommended before investing.

Securing contracts and planning for disputes

Construction, supply, distribution or management contracts must be drafted carefully, specifying the governing law and how disputes will be resolved. Arbitration and mediation, governed by recent legislation, are often well suited to relationships with foreign partners. See the essential clauses of a commercial contract.

A worked example

A Moroccan living in Italy wants to open a citrus packing unit near Agadir with a local partner. The funds are transferred by bank from Italy and documented; an SARL is formed with a shareholders’ agreement setting out how powers are shared and the exit conditions; the premises are rented under a commercial lease that complies with the law; and the CRI helps with permits. Some years later, when he sells his shares, the proceeds can be repatriated without difficulty because the original investment is fully traceable. This simplified example shows the importance of structuring the project from the start.

Key takeaways

• Choose a suitable structure and put a shareholders’ agreement in place with your local partner.
• Bring funds in by bank transfer from abroad and keep the bank records.
• The Souss-Massa CRI helps with company formation and permits.
• Foreigners can buy urban property; agricultural land is subject to restrictions.
• Set out in your contracts the governing law and how disputes will be resolved.

Frequently asked questions

Can a foreigner own 100% of a Moroccan company?

In most sectors, yes. Some regulated activities, however, follow specific rules that need to be checked.

Do I need to live in Morocco to set up a company?

No, a non-resident can set up a company by appointing a manager and registering the head office in Morocco.

A lawyer for your investment in Agadir

The office of Maître Said Laachili assists foreign investors and Moroccans abroad with projects in Agadir, Inezgane and the Souss region: structuring, articles and shareholders’ agreements, contracts, property and disputes, as part of its business law and company law practice. For a project managed from abroad, also read our guide for Moroccans abroad. An investment project? Contact the office.