This Law governs commercial acts and traders.
Commercial Code
Unofficial translation. The English interface is for information only — only the Arabic text published in the Bulletin Officiel is authentic. Read this page in العربية · Français
Commercial matters shall be adjudicated in accordance with the laws, customs and usages of commerce, or with civil law insofar as it does not conflict with the fundamental principles of commercial law.
Special and local customs and usages shall prevail over general customs and usages.
Where an act is commercial for one contracting party and civil for the other, the rules of commercial law shall apply to the party for whom the act is commercial; they may not be invoked against the party for whom the act is civil, unless otherwise specially provided.
Obligations arising, in the course of their commerce, between traders, or between traders and non-traders, shall be prescribed by five years, unless otherwise specially provided. Title II: Acquisition of the status of trader
Subject to the provisions of Chapter II of Title IV below, relating to publicity in the commercial register, the status of trader shall be acquired through the habitual or professional exercise of the following activities: 1) the purchase of tangible or intangible movable property for resale, either in kind or after having worke…
The status of trader shall also be acquired through the habitual or professional exercise of the following activities: 1) all operations concerning ships and aircraft and their accessories; 2) all operations connected with the operation of ships and aircraft and with maritime and air commerce.
The status of trader shall also be acquired through the habitual or professional exercise of all activities capable of being assimilated to the activities listed in Articles 6 and 7 above.
Independently of the provisions of Articles 6 and 7 above, the following shall be deemed commercial acts: - the bill of exchange; - the promissory note signed even by a non-trader, where it results from a commercial transaction.
The facts and acts performed by a trader in the course of his commerce shall also be deemed commercial acts, unless proven otherwise.
Any person who, despite a prohibition, forfeiture or incompatibility, habitually exercises a commercial activity shall be deemed a trader. Title III: Commercial capacity
Subject to the provisions below, capacity to engage in commerce shall be governed by the rules of personal status.
The authorization to engage in commerce by a minor and the anticipated declaration of majority provided for by the Code of Personal Status must be entered in the commercial register.
The testamentary or dative tutor may not operate the minor's property in commerce except after special authorization by the judge in accordance with the provisions of the Code of Personal Status. This authorization must be entered in the commercial register of the testamentary or dative tutor. In the event of the opening of a ju…
Any foreigner who has reached twenty completed years shall be deemed of age to engage in commerce, even if his national law provides for an age of majority higher than that laid down by Moroccan law.
Where a foreigner has not reached the age of majority required by Moroccan law and is deemed of age by his national law, he may not engage in commerce except after authorization by the president of the court of the place where he intends to engage in it and after entry of this authorization in the commercial register. The application for authorization shall be ruled upon without delay.
A married woman may engage in commerce without her husband's authorization. Any contrary agreement shall be deemed null. Title IV: The obligations of the trader Chapter One: Accounting obligations and preservation of correspondence
Every trader, for the needs of his commerce, shall be obliged to open an account in a banking establishment or in a postal cheque centre.
The trader shall keep accounting in accordance with the provisions of Law No. 9-88 relating to the accounting obligations of traders, promulgated by dahir No. 1-92-138 of 30 joumada II 1413 (25 December 1992). If it is regularly kept, this accounting shall be admitted by the judge as proof between traders by reason of commercial facts.
Third parties may invoke against the trader the content of his accounting, even if irregularly kept.
Where the accounting documents correspond to a duplicate in the hands of the adverse party, they constitute full proof against and in favour of that party.
During judicial proceedings, the court may order, of its own motion or at the request of one of the parties, the production or communication of accounting documents.
Production consists in extracting from the accounting only the entries relevant to the dispute submitted to the court.
Communication is the complete production of accounting documents. It may be ordered only in cases of succession, partition, judicial reorganization or liquidation and in other cases where these documents are common to the parties. Communication shall take place in the manner established between the parties and, if they cannot agree, by deposit with the registry secretariat of the court seised.
Where, on the judge's order, the merchant refuses to produce his accounting records or declares that he has none, the judge may administer the oath to the other party in support of his claims.
The originals of correspondence received and the copies of correspondence sent must be classified and kept for ten years from their date. In the event of concordance between the statements in the originals held by one of the parties and the copies held by the other, both shall have the same probative force. Chapter II: Publicity in the Commercial Register Section I: Organisation of the Commercial Register
The commercial register consists of local registers and a central register. Sub-section I: The local register
The local register shall be kept by the registry office of the competent court. The keeping of the commercial register and compliance with the formalities prescribed for the entries which must be made therein shall be supervised by the president of the court or by a judge designated each year by him for that purpose.
Any person may obtain a certified copy or extract of the entries made in the commercial register, or a certificate attesting that there is no entry or that the existing entry has been struck off. Copies, extracts or certificates shall be certified true by the court clerk responsible for keeping the register.
Any entry in the commercial register of a merchant's name or a trade name must be requested at the registry office of the court of the place where the merchant's principal establishment is situated or where the company's registered office is situated. During the first week of each month, a copy of the entry shall be transmitted…
The central commercial register shall be kept by the administration.
The central commercial register shall be public. However, it may be consulted only in the presence of the officer responsible for keeping that register.
The central register is intended: 1) to centralise, for the whole Kingdom, the information mentioned in the various local registers; 2) to issue certificates relating to entries of merchants' names, trade names and signs, as well as certificates and copies relating to the other entries made therein; 3) to publish, at the beginning of each year, a collection giving all information on the merchants' names, trade names and signs transmitted to it.
The central register must transcribe without delay the particulars transmitted to it by the court clerk, with a reference to the local commercial register under which the merchant or commercial company is registered.
The transcription provided for in article 30 shall constitute protection either throughout the whole Kingdom, if the interested parties so request, or in the locality or judicial district specially designated by them. However, the filing of a merchant's name or trade name intended to serve at the same time as a mark must, in ord…
Entries in the commercial register comprise registrations, amending entries and striking off.
All natural and legal persons, Moroccan or foreign, carrying on a commercial activity in the territory of the Kingdom shall be required to register in the commercial register. The registration obligation shall also apply: 1) to any branch or agency of a Moroccan or foreign undertaking; 2) to any commercial representation or comm…
Registration of a merchant may be requested only upon written application of the merchant himself or of his agent holding a written power of attorney, which must be attached to the application. Registration of a company may be requested only by the managers or by the members of the administrative, management or executive bodies and, in the case of a public establishment, branch, agency or commercial representation, by the director.
Registration shall be personal in character. No person liable to registration or commercial company may be registered principally in several local registers or in the same local register under several numbers; the judge shall proceed ex officio to the necessary striking off. The application for registration must be filed with th…
In the event of the opening of one or more branches or agencies, or in the event of the creation of a new activity, an amending entry must be made in the local register of the place of the registered office or of the seat of the undertaking or of the principal establishment, as the case may be. In addition, a registration declar…
Any branch or agency of commercial companies or merchants whose registered office or principal establishment is situated abroad, and any commercial representation or commercial agency of foreign collectivities or public establishments, must be registered in the local commercial register of the place where the business is operate…
Traders who are natural persons must mention in their registration declaration: 1) the surname and first name and personal address of the trader as well as the number of his national identity card or, for resident foreigners, that of the registration card or, for non-resident foreigners, the number of the passport or of any othe…
Must also be declared for registration in the trade register: 1) the pledge of the business goodwill, the renewal and cancellation of the registration of the pledgee creditor's lien; 2) the patents for invention exploited and the manufacturing, trade or service marks filed by the trader; 3) the transfer of the business goodwill;…
The registrations provided for in the preceding article are required: 1) by the trader in the cases referred to in paragraphs 2 and 3 of the preceding article; 2) by the secretary-registrar of the court which rendered the decisions to be mentioned in the cases referred to in paragraphs 4, 5, 6 and 7 of the preceding article; not…
Commercial companies must mention in their registration declaration: 1) the surname and first name of the partners, other than shareholders and limited partners, the date and place of birth, the nationality of each of them as well as the number of the national identity card or, for resident foreigners, that of the registration c…
The following must also be declared for registration in the trade register: 1) the surname and first name, date and place of birth of the managers, members of the administrative, direction or management bodies or directors appointed during the life of the company, their nationality as well as the number of the national identity…
Public establishments of an industrial or commercial character subject by their laws to registration in the trade register, as well as the commercial representations or commercial agencies of foreign States, collectivities or public establishments, must mention in their registration declaration: 1) the indications provided for i…
Economic interest groupings shall require their registration with the registry of the court in whose jurisdiction their registered office is located. They must state in their registration declaration: 1) the name of the grouping; 2) the address of the registered office of the grouping; 3) the object of the grouping, indicated su…
Any person subject to registration in the trade register is required to mention in its invoices, letters, purchase orders, price lists, prospectuses and other commercial papers intended for third parties, the number and place of its registration in the analytical register. The documents referred to in the preceding paragraph iss…
Any change or modification relating to facts whose registration in the trade register is prescribed by Articles 42 to 48 must be the subject of an application for an amending registration. Subsection IV: Striking off