The Decree No. 2-19-424 of June 26, 2019 setting the amount of the legal minimum wage in Morocco was published in the Official Gazette No. 6790 of June 27, 2019. This decree provided for the following:

  • The legal minimum wage were from July 1, 2019, about 14.13 dirhams per hour, about 2698.83 dirhams per month in the sectors of industry, commerce and liberal professions;
  • in the agricultural sector, excluding benefits, it is (73.22 dirhams per day).

 

From July 1, 2020, it will reach : To be taken into consideration for the next pay of this month

 

  • 2,828.71 dirhams per month (14.81 per hour) in the sectors of industry, trade and liberal professions ;
  • and 1,994.20 dirhams (76.70 dirhams per day) in the agricultural sector, excluding benefits.

 

Written by Nezha BELKHADIR Legal Manager

In an increasingly competitive global context characterized by the implementation of binding universal tax standards, Morocco, like other emerging economies, is seeking to adapt its tax system to the new international environment in order to consolidate the attractiveness of its territory and the competitiveness of its companies.

In order to achieve this goal, tax authorities enabled industrial companies to benefit from a multitude of derogatory measures adopted during the last finance laws to correct the dissuasive effect produced by the common law: exemption or reduction of income tax, accelerated depreciation…

This article aims to summarize national tax measures that have a favorable impact on the industrial sector.

 

Industrial companies with a net profit of less than 100 MDH

In 2020, the marginal tax rate of 31% was reduced to 28% for companies carrying out an industrial activity with a net profit of less than 100 MDH.

Industrial activity is any activity that consists in manufacturing or directly transforming tangible movable goods through technical facilities, equipment and tools, whose role is preponderant.

For industrial companies carrying out an industrial activity and another activity, the rate of 28% and the above-mentioned MAD 100,000,000 threshold apply only to the portion of the profit corresponding to the industrial activity.

Non accumulation of benefits: The application of the above reduced rate cannot be cumulated with the application of degressive depreciation allowances or any other reduction.  However, the company retains the right to choose the most advantageous incentive scheme.

 

Industrial companies located in industrial acceleration zones

The industrial acceleration zones (previously called Export Free Zone) benefit from a preferential tax regime through :

Measures concerning corporate tax:

– The five-year exemption from corporate tax from the start of operation, an advantage which is also granted to all industrial companies regardless of their geographical location at the national level;

– The application of the specific rate of 15% tax uniformly to the overall profit in terms of local turnover and export turnover from the sixth year following the five-year exemption period mentioned above;

It should be noted that prior to 2020, the reduced rate of 8.75% (raised to 15% by the LF 2020) applied only to export turnover realised by companies operating in this zone for a period of 20 years following the five-year exemption.

Exemption from withholding tax on dividends distributed by companies established in the industrial acceleration zones and originating from activities carried out in the said zones, when they are paid to non-residents.

Measures concerning VAT

Firms located in the industrial acceleration zones are exempt from VAT on products supplied to them and services rendered to them and on transactions carried out within or between the said zones.

Measures concerning Registration fees:

Firms located in Industrial Acceleration Zones are exempt from registration fees for :

– Acts of incorporation and capital increase.

– acquisition of land necessary for the implementation of their investment project

Non accumulation of benefits: The advantages granted to companies located in the industrial acceleration zones are exclusive of any other advantage provided for by other legislative provisions on investment promotion.

Industrial companies carrying out specific industrial activities

Industrial companies carrying out activities as detailed by a special decree  benefit from total exemption from corporate income tax for the first five consecutive fiscal years from the date on which they begin operations.

It should be noted that in principle, this measure is applicable to industrial companies created from the date of publication of the 2017 Finance Act for investments made after that date;

However, decree no. 2-17-743 establishing the list of activities carried out by industrial companies benefiting from the above-mentioned temporary exemption from corporate income tax was not published until June 2018, which raises doubts as to the effective date of this measure.

 

Written by Imane BENABOUD  TAX Manager

The right of non-executive shareholders to information remains an indispensable for the adoption of collective decisions and therefore for the proper functioning of the company.

Thanks to the amendments of the Law 17-95 relating to public limited companies, Moroccan law has been brought into line with international standards applicable to the transparency of information produced by management organs, as well as to the transparency of information provided to the public.

The shareholders’ right to information is provided for by Articles 140 and following. of the law 17-95. The right to information is part of the non-monetary rights linked to the holding of a share. (every shareholder has the right to information on the results, the management and the social life of the company).

The shareholder’s right of communication can be exercised :

  • Periodically: (At the occasion of a general meeting)

Articles 140 to 142 and 145 details the documents that must be sent or made available to shareholders before the General Meeting.

The management report provides shareholders with information to let them assess the company’s activity during the past financial year, (transactions carried out, difficulties, results obtained, distributable income, the proposed allocation of said income, the company’s financial situation and its future prospects).

  • Permanently: Article 146 provides that “Every shareholder has the right to obtain, at any time, the corporate documents referred to in Article 141 and relating to the last three financial years, as well as the minutes and attendance sheets of the general meetings held during these financial years. »

The rights granted to the shareholder by law may be exercised by him or by his duly authorized representative, at the registered office.

If the company refuses in whole or in part to provide documents, the shareholder may apply to the president of the court, to order the company, under penalty, to provide the documents under the conditions provided by law.

In the event of a violation of the provisions intended to allow and guarantee the shareholders’ right to information, the meeting for which the documents were not sent to the shareholders may be cancelled at the request of one of them.

 

Written by Nezha BELKHADIR Legal Manager

 

The Moroccan Finance Act for FY2019 introduced the obligation to complete the registration formality for deeds and agreements recording monetary obligations or acknowledgements of debt of one person towards another.

In this respect, the tax administration has confirmed in a tax ruling, that agreements for advances on shareholders’ current accounts whether written or verbal and whatever the form of the deed recording them, authentic or private, are subject to the proportional registration fee of 1.5%. In practice, the following cases can be observed:

Advances on shareholders’ current accounts Application of Registration Duties
1.      Existence of a written agreement regarding current account advances between the partner and the company. The agreement specifies the sum advanced and the repayment date. RD of 1.5% liquidated based on the sums expressed in the agreement.
2.      Existence of a written agreement regarding current account advances between the partner and the company. The agreement indicates the sum advanced but without specifying a due date. RD of 1.5% liquidated based on the sums expressed in the agreement. The mention of the due date or repayment date has no impact on the treatment of registration duties.
3.      Existence of a written agreement regarding current account advances between the partner and the company. The agreement does not mention neither the amount advanced nor the due date/repayment date. Where the current account advance agreement does not mention the sum advanced, the tax authorities shall determine the taxable basis through an assessment taxation procedure. The mention of the due date or the repayment date has no impact on the treatment of registration duties.
4.      Existence of advances on shareholders’ current account that are not covered by a written agreement between the partner and the company. The contracting parties must make a detailed declaration to the tax inspector for registering the operation.

 

It should be noted that the contracting parties should complete the registration formality within 30 days as from the date of completion of the advance operation.

Legal references: 

Articles 127-I-A-8°; 133-I-C-5°; 136-I and 228-I-2° of the Moroccan Tax Code.

 

Written by Ali SALIM  Manager TAX

In the context of the current pandemic crisis, the protective measures adopted at the global level, while certainly beneficial from a health point of view, have had serious consequences on the economies of countries, since many companies, particularly small and medium-sized enterprises, were forced to suspend their activities, and as a result found themselves in great difficulty (stoppage of orders, economic layoffs, loss of turnover, increased debt levels, failure to comply with restrictive clauses, increased difficulties in accessing additional credit, etc.). Thus, this situation related to COVID-19 could create new or exacerbate existing going concern problems.

Going concern principle

The concept of “fact of such a nature as to compromise, the continuity of the operation of the business, as it emerges from the provisions of Article 547 of Law 15/95 forming the Commercial Code, has come back to the forefront and deserves special consideration both by business managers and by the accounting profession.

According to Moroccan accounting standards (CGNC), under the assumption of the “going concern principle”, the company must prepare its financial statements with a view to the normal pursuit of its activities. Therefore, in the absence of any indication to the contrary, it is expected to prepare its financial statements without the intention or obligation to go into liquidation or to significantly reduce the scope of its activities.

In the event that the conditions for a total or partial cease of activity are met, the going concern assumption must be abandoned in favour of the liquidation or disposal assumption. »

Role of the External Auditor

The statutory auditor, as the supervisory body that guarantees the fairness of the financial information emanating from a company, has an important preventive role, as it is well placed to detect the first signs of deterioration in the company’s situation. The provisions of Article 547 of the French Commercial Code specify that: “The statutory auditor, if any, (…) shall inform the head of the company of any facts likely to compromise the continuity of the company’s operations”.

As the occurrence of the pandemic crisis coincided with the period of the closures/approvals of the annual accounts, the auditor’s alert must set out the consequences of the pandemic and specify the reasons why it would compromise the continuity of the company’s operations for the current financial year and the following financial year.

Finally, after a specific analysis of the situation, the managers must draw up a plan of measures to mitigate the possible consequences of the pandemic which may lead to the operation of the company being called into question (modification of the share capital, transformation of the legal form of the company, reduction of the workforce, search for new partners, etc.).

The auditor is in turn required to:

– assess the action plans established by management against its going concern assessment, and determine whether the implementation of these plans is likely to improve the situation and whether the plans are feasible in the circumstances;

– review the cash flow forecasts prepared by management and assess the reliability of the underlying data and the justification of key assumptions;

– assess emergency financial assistance and other forms of support offered by the State to the entity and its employees;

– evaluate credit facilities and repayment terms;

Collective  proceedings

Collective procedures have been provided for by the provisions of Book V of the Commercial Code, can be a real solution if they are applied at the right time.

Indeed, Book 5 offers a whole range of procedures for dealing with business difficulties, tailor-made to suit the needs of the company:

– External prevention: the aim is to anticipate the difficulties of enterprises in order to better control them by appealing in particular to the president of the court, who may, if he deems it useful, appoint a special agent to help the head of the enterprise to find possible solutions for recovery (establishment of a dialogue between the head of the enterprise and his staff, obtaining payment deadlines from the partners of the enterprise).

– The conciliation procedure: considered to be the last phase before the opening of legal proceedings, the conciliation procedure enables the managers of companies in difficulty to find simple, quick and discreet amicable solutions to redress the situation of their companies. Its main advantage is that it allows for a temporary stay of proceedings, allowing a company director who is unable to pay most creditors to apply to the president of the court for a temporary stay of proceedings initiated by his creditors, which gives him time to prepare a plan for the company’s recovery. This suspension measure also prohibits any possibility of execution by creditors on the company’s movable and immovable property.

The safeguard procedure: this procedure aims to help firms encountering difficulties, which they are unable to overcome, which could lead to suspension of payments. The president of the court, after hearing the head of the enterprise, designates procedural bodies (a trustee and a bankruptcy judge), whose objective is to help the head of the enterprise to prepare a safeguard plan that will enable the enterprise’s situation to be redressed. The safeguard plan specifies the commitments necessary to maintain the operation of the enterprise and the means to finance it, as well as the guarantees granted for the execution of the draft safeguard plan. The court sets a period of 5 years for the execution of the safeguard plan during which it can benefit from the stay of individual proceedings.

Reorganisation proceedings: initiated either at the request of the debtor, or by one of the creditors or by the court. It guarantees (i) the protection of the company’s assets (taking protective measures and maintaining all the actions necessary to preserve the company’s rights against its debtors and to preserve its production capacities) (ii) the continuation of current contracts (lease contracts, provision of services, etc.) and (iii) the non-transferability of the corporate rights of managers.

Written by Imane BENABOUD  TAX Manager

The Law n° 27-20, published in the Official Gazette n° 6887 of June 1st, 2020, provide special provisions relating to the operation of the Managing boards of public limited companies and the methods of holding their general meetings during the period of the state of health emergency, by derogation to the provision of the Law 17-95 relating to public limited companies as amended.

This Law presents the following main contributions:

Article 1:

  • Possibility for the Board of Directors of public limited companies, which have not yet held their meetings before the publication of this law, to hold such meetings, during the state of health emergency, by videoconference or equivalent means, to approve the accounts and take decisions relating to the preparation of the financial statements and the management report;
  • In the absence of such means, possibility for the Director, the president of the board of Directors to draw up provisional financial statements for the financial year ending on 31.12.2019, to be enforceable in relations with third parties during the period of the state of health emergency.
  • These provisional statements must be made available to the auditors, and transmitted to the board of Directors for deliberation within a period of 15 days starting from the date of the end of the state of emergency,

Article 2:

  • Possibility for the Managing board of public limited companies which have not yet held their meeting before the publication of this law, to use the Financial statements relating to the accounts of the past financial year ended on 31.12.2019, in order to be enforceable in relations with third parties;
  • The Managing board must make the said annual financial statements available to the Supervisory Board, for deliberation within 15 days from the date of the end of the state of emergency;
  • Possibility for public limited companies to hold their ordinary and extraordinary shareholders’ meetings, during the state of health emergency, by videoconference or equivalent means, and to adopt postal voting;
  • Possibility for the boards of directors and managing boards of publicly traded companies to authorize, during the state of health emergency, the issue of bonds without referring to the general meeting of shareholders. The General meeting of shareholders must be convened within 15 days from the date of the end of the state of emergency, to present a report on the use that has been made of the authorization mentioned above.

https://majerconsultingmaroc.sharepoint.com/:b:/s/MJ/Ec_JcWGJJepGmDhOelCoZOgB86VUFBjoYhv0p5cEjzM-AA?e=rveV5l

Written by Nezha BELKHADIR Legal Manager

Prior to the Moroccan Finance Act 2020, exporting companies were granted the following tax benefits for their export sales:

  • Total exemption from the Corporate Income Tax (CIT) for a period of 5 consecutive years starting from the financial year in which the first export transaction was carried out;
  • and the application of the reduced CIT rate capped at 17.50% beyond this period.

The Finance Act 2020 amended the export tax system as follows:

  • the removal of the abovementioned five-years exemption for export turnover ;
  • and the increase in the capped corporate tax rate from 17.50% to 20%, in respect of export turnover.

Transitional measure:

As a transitional measure, exporting companies having carried out their first export operation before January 1st 2020 shall continue to benefit from the five-year exemption period until the expiry of the period of five consecutive years starting from the financial year during which their first export operation was carried out. Beyond this period, the said companies benefit for their export turnover from taxation at the rate of 20%.

In this respect, it should be noted that companies carrying out their first export operation as from January 1st 2020 do not benefit from the five-year exemption from corporation tax on their export turnover.

Also, the new rate of 20% applies to fiscal years beginning on or after January 1st 2020.

 

Legal references:

Articles 6 (I- B – 1° and I- D- 3°) and 19 (I-A-1°) of the General Tax Code.

 

Written by Ali SALIM  Manager TAX

The Finance Act for FY2020 published in Moroccan Official Gazette No. 6838 bis readjusted the progressive scale of corporate income tax (CIT) rates as follows:

  • Raising the corporate tax rate from 17.5% to 20% for the intermediate net profit bracket from MAD 300,001 to MAD 1,000,000.

Raising the rate of the scale capped at 20% (instead of 17.50%), applied to the net taxable profit greater than MAD 1,000,000 for the following companies:

    • Exporting companies (for more details, please refer to our article New Tax Regime for Exporting Companies“);
    • Hotel companies and tourist entertainment establishments ;
    • Mining companies;
    • Handicraft businesses;
    • Private educational or professional training institutions ;
    • Sports companies;
    • Real estate developers;
    • Agricultural companies ;
    • Companies carrying out services related to outsourcing/offshoring activities whether located inside or outside dedicated platforms for these activities.

Progressive CIT scale before FY2020:

Net Taxable Profit (in MAD) Rates Amount to be deducted
<300.00 10% 0
from 300.001 to 1.000.000 17,5% 22.500
> 1.000.000 31% 157.500

 

New Progressive CIT Scale applicable to fiscal years beginning as from January 2020:

Net Taxable Profit (in MAD) Rates Amount to be deducted
<300.00 10% 0
from 300.001 to 1.000.000 20% 30.000
> 1.000.000 31% 140.000

 

Legal references :

Articles 6 (I-B-3°; I-B-5°; I-D-1°; I-D-3° and I-D-4°); Ar 6 (II-B-4°; II-C-1°-b; II-C-1°-c and II-C-2°) and Ar 19-I-A of the Moroccan Tax Code.

 

Written by Ali SALIM  Manager TAX

The global pandemic crisis caused by the Coronavirus has a negative impact both on public health and on the economy as a whole across all sectors of activity.

Morocco, like other countries in the world, has put in place several preventive measures to deal with this crisis.

The first measure was the publication of a Decree-Law No. 2-20-292 on 23 March 2020 in the Official Gazette, establishing a state of health emergency to limit gatherings and contain the spread of the pandemic in the design of maintaining public health until 20 April, a date that was extended to 20 May and then to 11 June 2020.

In this context, companies have been faced with various types of problems generated by this new situation which have a significant impact on the running of their activities. Moreover, it should not be forgotten that this crisis coincided with the period for drawing up the annual accounts and the declaration of the result, for companies that close the financial year on 31 December.

On 29 April 2020, the Moroccan National Accounting Council (Conseil National de la Comptabilité – CNC) issued its Opinion No. 13 in response to the request of the Economic Intelligence Committee. This opinion explains certain derogatory accounting treatments justified by the economic and financial impact of the Covid-19 pandemic. The purpose of this article is to describe the various provisions set out in this opinion.

  1. The methods of valuation and recognition of expenses and losses specifically related to the pandemic and incurred during the financial year ending in 2020:
    • Contributions to the special fund for pandemic management

The notice states that these contributions to special fund entitled ” Fund for the Management of the Covid-19 Coronavirus Pandemic” constitute a non-current expense. However, insofar as the impacts induced by these collected contributions will extend beyond the year 2020, the entities concerned have the possibility of transferring the amount of this contribution to the assets side of the balance sheet under the heading “Non-valued assets”. This deferred charges account will have to be spread over a maximum period of 5 accounting years.

This treatment is motivated by the fact that this is a non-recurring one-off expense that may be significant in relation to the financial year 2020 alone. It should be noted that from a tax point of view, these deferred expenses must be spread at a constant rate over 5 financial years.

  • Fixed costs for sub-activity

The share of fixed costs related to the sub-activity in relation to the company’s normal production or operating capacity may also be recorded on the assets side of the balance sheet under the heading “Non-valued fixed assets”.

In the opinion of the CNC, the expenses concerned are those borne by the company during the period of total or partial shutdown or slowdown of activity, notably in the form of depreciation of assets, rental expenses, financial expenses, leasing fees, and structural expenses (personnel expenses related to general administration and support functions).

  1. Effects on the evaluation of risks and charges related to the closing of accounts ;
  • Companies that close their accounts on 31/12/2019

Considering that the Covid-19 epidemic is a post-closing event that did not take effect until 2020, assets and liabilities as well as income and expenses are recognized and measured for the years ended December 31, 2019, without taking into account this event and its consequences.

The impact of this event should be indicated in Table II of the ETIC’s C5 statement entitled “Events arising after the year-end, not related to the year and known before the first external communication of the financial statements”.

The information on these events may be of a quantitative or qualitative nature, such as a drop in sales, the closure of production sites, the implementation of restructuring plans, etc.

It is also made at the level of the ETIC mention of all favorable events that can mitigate the effects of the crisis, such as obtaining specific state aid, postponement of tax deadlines, support from financial institutions, etc….

Even if the going concern assumption would be called into question by post-closing events related to the pandemic, such events are only relevant to the information to be mentioned in the ETIC and do not justify the production of accounts in net asset values.

  • Companies which close their accounts after 31/12/2019

For entities with a closing date between January 1 and March 20, 2020, and considering that the pandemic is declared on March 20, 2020, post-closing events apply under the same conditions as those closing their fiscal year on December 31, 2019.

For entities whose closing date is after March 20, 2020: Post-closing events must affect the valuation of assets, liabilities, expenses and income and serve the ETIC, if applicable.

Written by Imane BENABOUD Manager TAX

The employer has to provide all measures for the safety, hygiene and health protection of employees at the workplace, he must prevent any employee affected by the virus to enter the workplace.

In this context, and exceptionally, for the duration of the state of health emergency, the CNDP grants employers :

  • The possibility of using tools to take the temperature of employees, subcontractors and visitors, (the data controller has to inform the data subjects, with a poster or a pictogram)
  • The possibility of refusing access to any person refusing this measure.
  • The possibility to use, the adequate technological means for the collection of individually body temperature and to establish temperature history curves (under the control of the occupational medicine).

Personal data collected in the context of this health crisis must be destroyed once the declared or authorized purpose has been achieved.

All the above-mentioned processing operations must be notified to the CNDP (A simplified notification procedure for a single authorization request has been set up for this purpose: Requests for processing may thus be sent by e-mail to the CNDP)

Written by Nezha BELKHADIR Legal Manager