The domiciliation of the company is a fixed-term contract by which the domiciliary puts the head office of his company at the disposal of a physical or legal person called domiciled to establish the head office of his company.
In general, the company’s activity is not necessarily based in the address of the domiciliation, it will only be an address for correspondence with administrations and third parties.
The law n°89-17 modifying and completing the law n°15-95 forming the Commercial Code has established a complete legal framework for the relationship between the domiciled person and the domiciliary, in particular articles 544-1 to 544-11, in order to fill the legal vacuum and the obsolete regulations of the instruction n° 1421 of the Ministry of Justice of 2003.
The law provides that any physical person may use the address of his or her residential premises for the exercise of a commercial or professional activity, provided that there is no legislative provision to the contrary and that the exercise of such an activity is personal and does not require the reception of either customers or goods.
The major innovation is that the domiciliation contract is concluded for a renewable period by tacit agreement, and established according to a model set by regulation.
However, the law prohibits the domiciliation of legal entities with their registered office in Morocco and also prohibits the choice of more than one domiciliation office (physical person or legal entity).
In this context, the parties involved in the domiciliation contract are required by the following obligations under Articles 544-4 and 544-6, under penalty of liability:
- The obligations of the direct debit agent:
- To provide the person domiciled with premises equipped with means of communication;
- Ensure the identity of the person domiciled;
- Keeping documents relating to the company’s activity and the obligation to update them;
- Keep documents that can identify the person domiciled for at least five years after the end of the domiciliation relationship;
- Maintain a file on each resident containing authentication documents;
- Ensure that the domiciliary is registered in the trade register within three months of the date of conclusion of the domiciliation contract;
- Communicate to the services in charge of taxes and the General Treasury of the Kingdom, and if necessary, the Customs Administration, the list of persons domiciled during the past year and this, before the date of January 31 of each year;
- Notify the tax authorities and the General Treasury of the Kingdom, and where applicable, the Customs Administration, within a period not exceeding fifteen days from the date of receipt of the registered letters sent by the tax authorities to the persons domiciled, of the impossibility of delivering them;
- Inform the clerk of the competent court and the tax services and the General Treasury of the Kingdom, and if necessary, the Customs Administration, of the end of the direct debit contract or its early termination within one month of the date of termination;
- To communicate to the judicial commissioners and the public debt collection services with a mandate of execution, the information likely to enable them to contact the person domiciled;
- To ensure the confidentiality of information and data relating to the person concerned.
In the event of failure to comply with certain obligations set out above, the domiciliary shall be jointly and severally liable for the payment of taxes and duties relating to the activity carried out by the domiciliary.
- The obligations of the domiciled person:
- Make a declaration of any change to the domiciliary;
- Give the domiciliary all the registers and documents provided for in the legislative and regulatory texts in force and necessary for the performance of its obligations;
- Inform the domiciliary of any probable dispute or matter in which the domiciliary is involved in relation to its business activity;
- Inform the clerk of the competent court and the tax authorities, the General Treasury of the Kingdom and, if applicable, the Customs Administration, of the termination of the domiciliation within one month of the date of the end of the contract or its early termination;
- To give a power of attorney accepted by the domiciliation contract to receive all notifications on its behalf;
- Mention his status as a domiciliary of the domiciliary in all his invoices, letters, order forms, price lists, prospectuses and all commercial documents intended for others.
- Offences and fines :
|Legal reference of the offence||Nature of the offence||Amount of fine|
|Art 544-9||Failure to declare the activity (receipt required before starting the activity)||Between 10.000 and 20.000 DH|
|Art 544-10||Non-compliance with the provisions of Article 544-6
|Between 5.000 and 10.000 DH|
|Art 544-11||Non-compliance with the provisions of Articles 544-4 and 544-8||Between 10.000 and 20.000 DH|