In the continuity of the efforts made by Morocco for the modernization of the legal arsenal in corporate law, the law n°19-20 has been promulgated in the Official Gazette ” BO ” N°7006 of July 22, 2021 in order to modify and complete the law 17-95 on public companies and the law n° 5-96 on the partnership, the limited partnership, the partnership limited by shares, the limited liability company and the joint venture company, published.
The main changes in the law are based on the following points:
|Main News||Changes made|
|Law 17-95 on Public Companies “SA|
|1. The representation of women and men in the Board of Directors and supervisory board of Publicly listed company.
Articles: 39, 83, 105-1, 105-2, 105-3, 105-4 and 105-5
|Publicly listed company must ensure
|2. Improving the financing capacity of public companies by facilitating the use of bonds
Articles: 293, 294, 296 and 298
|Companies with less than two years of existence may issue bonds provided on condition:
|3. Involvement of delegated general manager and shareholders in the obligation to communicate regulated agreements to the Chairman
|The delegated general manager and the shareholders concerned are also required to inform the Chairman of the Board as soon as they become aware of a regulated agreement and may not take part in the vote on the authorization requested.|
|4. Clarification of Articles 300 to 302 of the Public Limited Companies Act concerning the representative of the bondholders’ group ;
Articles: 300, 301, 301-bis and 302
|The provisions of articles 300 to 302 of the law, relating to the representative of the body of bondholders, have been repealed and replaced by other articles aimed, among other things, at strengthening the role of the representative of the body of bondholders by clarifying :
|5. Introduction of a rotation system for auditors ;
|Establishment of a rotation system for the renewal of the mandate of the auditors within Publicly listed companies for a period not exceeding 12 years with a void period of 4 years following the end of their mandate|
|6. Extension of the scope of the provisions allowing remote meetings by means of videoconferencing to all decisions
Articles: 50, 110, 111 and 131-bis
|Possibility of recourse, in a general way, to the means of videoconference for the remote holding of all the meetings of the bodies of governance of the Public Companies as well as their General Assemblies in the respect of the provisions of article 50 bis of the law 17-95.
Unless otherwise provided for in the articles of association. These are inapplicable when exceptional circumstances require it and are declared by the public authorities.
Any shareholder may also vote by correspondence using a form, when exceptional circumstances require it and are declared by the public authorities, in accordance with the laws and regulations in force.
|7. Introduction of the obligation to hold meetings of the Board of Directors and the Supervisory Board at least twice a year
Articles: 73 and 90-bis
|The Chairman of the Board of Directors and the Supervisory Board must convene the boards at least twice a year.|
|8. Repeal of Title XV: on the simplified publc company between companies
Articles: Title XV (425 to 440)
|The provisions relating to the simplified public company between companies have been repealed and replaced by the creation of a new form of company|
|Law 5-96 on the partnership, the limited partnership, the partnership limited by shares, the limited liability company and the joint venture company|
|9. Institution of a new form of public company called “Société par Action Simplifiée
Articles: Title III bis (articles 43-1 to 43-15).
|Introduction of the simplified public company and the simplified public company with a sole shareholder a type of company that favors contractual freedom and introduces flexibility in the operation and management of the company.