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The SA (Société Anonyme) is a commercial company structure generally reserved for large-scale projects.

In an SA, shareholders’ liability is limited to the amount of their capital contributions, except in cases of mismanagement.

This legal form is particularly suited to companies with a large number of shareholders, as well as businesses seeking to enhance their credibility with investors and financial institutions. The SA is also the only structure that allows a public offering of shares, subject to certain conditions.

Advantages of an SA

The SA provides a strong and well-structured legal framework, particularly for large companies:

• Suitable for companies with a large number of shareholders

• Strong credibility with investors and banks

• Shareholders’ liability limited to their contributions

• Easier entry and exit of shareholders

• Shares are freely transferable

• Share capital may be partially paid up at incorporation, with the balance payable at a later stage

• Possibility of a public offering when share capital reaches 3,000,000 MAD

Disadvantages of an SA

Despite its advantages, the SA involves certain constraints:

• Primarily intended for large-scale projects

• Legal minimum of 5 shareholders

• Mandatory appointment of a statutory auditor

• Complex and strictly regulated governance structure

• Multiple governing bodies, which may slow decision-making

Key Points to Know About the SA

Shareholders

• Minimum: 5 individuals or legal entities

• No maximum number set by law

Liability

• Limited to capital contributions, except in cases of mismanagement

Share Capital

• Minimum of 300,000 MAD

• 3,000,000 MAD for companies making a public offering

• Capital divided into negotiable shares

• Permitted contributions: cash and contributions in kind (contributions in industry excluded)

• Cash contributions must be paid up at least one quarter upon subscription

• The remaining balance may be paid within 3 years, upon decision of the Board of Directors or the Management Board

Governance – SA with a Board of Directors

Composition

• Between 3 and 12 members, including a Chairperson

• Members may be individuals or legal entities and must be shareholders

• The Chairperson must be a natural person

• Directors are appointed for a term of 3 years

Duties

• Define the company’s strategic direction

• Ensure implementation of these strategic decisions

• Carry out necessary oversight and controls

• Convene general meetings and set the agenda

• Approve the accounts, prepare financial statements, and issue the management report

Tax Regime of the SA

The SA is subject to Corporate Income Tax (IS) at the following rates:

• 10% if net profit ≤ 300,000 MAD

• 20% from 300,001 to 1,000,000 MAD

• 30% from 1,000,001 to 5,000,000 MAD

• 31% above 5,000,000 MAD

• 37% for credit institutions and insurance companies

Social Status of Executives

Company executives of an SA benefit from “assimilated employee” status and are affiliated with the applicable social security schemes.

👉 In summary, the SA is a powerful but demanding legal structure, ideally suited to ambitious companies, projects requiring significant funding, and businesses seeking to open their capital to investors.

A subsidiary is a company that is wholly or partially owned by another company, known as the parent company or holding company. A subsidiary is a separate legal entity from the parent, with its own legal personality and operating autonomously, while still being controlled by the parent company.

Advantages of Having a Subsidiary

• Limited Liability: A subsidiary provides limited liability protection for the parent company in case of bankruptcy or legal disputes.

• Access to New Markets: Establishing a subsidiary allows the parent company to enter new markets and expand into distant geographical regions.

• Flexibility: A subsidiary can be used to develop new products or services or to expand the parent company’s existing operations.

• Risk Management: Creating a subsidiary can help the parent company reduce business risks by limiting its exposure to the subsidiary’s liabilities.

• Fundraising: A subsidiary can raise capital independently on financial markets, separate from the parent company.

Potential Disadvantages

• Costs: Establishing a subsidiary can involve significant capital investment and legal fees.

• Complexity: Setting up a subsidiary can be complex, requiring careful planning and close coordination with the parent company’s legal and financial teams.

• Relationship Management: A subsidiary requires independent management while maintaining a close relationship with the parent company, which can demand additional time and resources.

• Legal Responsibilities: A subsidiary may be subject to legal and tax regulations different from the parent company, requiring separate oversight and management.

A branch office is a commercial entity that belongs to a parent company and operates in a different geographical region from the parent. Unlike a subsidiary, a branch office does not have a separate legal personality from the parent company, meaning the parent is fully responsible for all the branch’s business activities as well as its legal and tax obligations.

Advantages

• Lower Costs: Setting up a branch is generally less expensive than establishing a subsidiary since there is no minimum capital requirement or high legal fees.

• Flexibility: Branches offer flexibility as they can be opened and closed quickly if needed.

• Brand Presence: A branch can strengthen the parent company’s brand and presence in a specific geographic region.

• Full Control: The parent company maintains complete control over the management and business operations of the branch.

Disadvantages

• Unlimited Liability: The parent company is fully liable for the branch’s business activities, which can expose it to significant risks in case of disputes or bankruptcy.

• Tax Implications: Branches may be subject to different tax regulations than the parent company, potentially increasing costs.

• Coordination Requirements: Branches require close coordination with the parent company to ensure effective management and communication, demanding additional time and resources.

• Brand Management: Branches may require independent brand management to adapt to local business practices and cultural expectations.

A SAS (Société par Actions Simplifiée, or Simplified Joint-Stock Company) is a commercial company with capital divided into shares, offering more flexibility than an SA (Public Limited Company).

It allows shareholders to freely define in the bylaws the company’s governance, the powers of executives, conditions for shareholder entry and exit, and other operational rules.

Shareholders

• Minimum: 1 shareholder (in this case, called a SASU, Single-Member Simplified Joint-Stock Company)

• No maximum number of shareholders

• Shareholders can be individuals or legal entities

Share Capital

• No legal minimum: Capital can be freely set by the shareholders (even as low as 1 MAD)

• Capital is divided into shares, unlike an SARL where it is divided into social parts

Liability

• Shareholders’ liability is limited to the amount of their contributions

• In case of debts, they risk only the amount they have invested

Management and Governance

• A SAS does not have a rigid structure (unlike an SA)

• Must have at least one President (individual or legal entity)

• The remaining governance structure (directors, committees, boards, etc.) is freely defined in the bylaws

• This flexibility makes it ideal for startups, joint ventures, and projects involving investors

Taxation

• SAS is subject to Corporate Income Tax (IS)

• Dividends paid to shareholders are subject to withholding tax (personal income tax on investment income)

Advantages

• High flexibility in drafting the bylaws

• Suited for innovative projects and startups

• Easy to open capital to new investors

• Limited liability

• Can be managed by a legal entity

Disadvantages

• Creation formalities slightly more complex than an SARL

• Slightly higher costs (customized bylaws recommended)

• Less well-known than SARL, sometimes misunderstood by authorities or banks