CAF Management
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Legal strategy

Structure your Moroccan operations the right way from day one

The right vehicle, governance and intra-group flows from the start, so you don’t have to rebuild everything at your first funding round, first acquisition or first disagreement between partners.

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01

What we cover

Six structuring levers

  1. 01

    Choice of entity

    SARL, SA, limited partnership or branch: we weigh your activity, shareholders, tax position and likely exit route.

  2. 02

    Holding companies

    Where the Moroccan entity should sit in your group, how dividends flow up, acquisition leverage, and whether a regional holding makes sense.

  3. 03

    Shareholders’ agreement

    Governance, pre-emption, tag-along and drag-along rights, lock-ups, non-compete and deadlock mechanisms, including with a Moroccan joint-venture partner.

  4. 04

    Restructuring

    Mergers, partial asset transfers, demergers, conversions and transfers of registered office: legal, tax and employment aspects.

  5. 05

    Governance & delegations

    Allocation of powers, signing authorities, related-party agreements and a clear map of directors’ responsibilities.

  6. 06

    Intra-group flows

    Management fees, brand royalties, intra-group loans and recharges, in line with transfer pricing rules and the UK and US tax treaties.

02

When to call us

The moments when structure matters

At formation
To put in place a structure you will not have to unwind in two years: entity, capital, governance, holding company.
Before raising funds
To show investors a clean cap table, investor-ready articles and a shareholders’ agreement ready to negotiate.
Before an acquisition
To choose the acquisition vehicle, place the debt at the right level and plan the integration.
When partners disagree
To get an objective view of the deadlock and enforce or renegotiate the agreement.
Ahead of a sale or exit
To organise ownership, governance and the tax treatment of the disposal.
03

Process

How an engagement runs

  1. 01 Week 1

    Diagnosis

    Review of the articles, shareholding, flows and the owners’ objectives.

  2. 02 Weeks 2 – 3

    Costed recommendation

    Target structure, legal, tax and employment impact, timeline and budget.

  3. 03 Weeks 3 – 8

    Implementation

    Drafting of deeds, shareholder meetings, filings and legal notices, with a notary where required.

  4. 04 Then

    Follow-up

    Company secretarial work and updates to the structure as your group evolves.

FAQ

Legal strategy: common questions

Should a UK or US parent own the Moroccan company directly?

Often yes, but not always. Direct ownership is simplest; an intermediate holding can make sense with several shareholders, several countries or a planned exit. The choice depends on treaty access, your home-country tax rules and the exit scenario, and we review it with your existing advisers.

Is a shareholders’ agreement really useful for a subsidiary?

For a wholly owned subsidiary, less so. As soon as there is a local partner, an investor or management shareholders, yes: it governs key decisions, entries and exits and deadlocks. Unlike the articles, it stays confidential.

Can you work on a structure that is already in place?

Yes. We start from what exists, identify the weak points (articles, governance, intra-group flows, tax) and propose a step-by-step upgrade plan.

Do you work with our lawyers in London or New York?

Yes. We handle the Moroccan side and coordinate with your home-country counsel and, where needed, Moroccan notaries. You keep a single point of contact at CAF Management.

How do the UK–Morocco and US–Morocco tax treaties come in?

Whenever profits, interest or royalties flow between Morocco and your home country, the relevant treaty sets the withholding tax rates and how double taxation is relieved. We build it into the target structure.

More services

The rest of our legal support

Contact

Let’s talk about your Morocco project

A free 30-minute scoping call, by video at a time that suits UK or US hours, to settle the right entity type, a realistic timeline and the budget to plan for.

Tell us about your project in 2 minutes

A few questions about your business, your country and the service you need. A member of the CAF team will get back to you to book the call.

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