When a trader ceases to carry on his trade or dies, without there being a transfer of a business, or when a company is dissolved, the registration must be struck off. The provisions of the preceding paragraph apply to the striking off of the registration of a branch or agency. The striking off may be requested by the trader, or…
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
In the event of the acquisition or lease of a business, the entry of the business transferred or leased shall be struck off in the trade register of the previous owner or lessor.
In the event of the death of the trader and if the trade is to be continued in co-ownership, a new registration must be applied for by each of the co-owners. In the event of partition, the striking off of the co-owners must be requested and a new registration required from the person to whom the business is allocated.
Any trader shall be struck off ex officio where: 1) he is subject to a prohibition on carrying on a commercial activity by virtue of a judicial decision that has become final; 2) he died more than one year ago; 3) it is established that the registered person has in fact ceased for more than three years to carry on the activity for which he was registered.
Any trader or legal person shall be struck off ex officio: 1) as from the closing of a judicial restructuring or liquidation proceeding; 2) at the end of a period of three years running from the date of the mention of the dissolution. However, the liquidator may request the extension of the registration by way of an amending reg…
Ex officio striking off shall be effected by virtue of an order of the president of the court.
Any ex officio striking off effected on the basis of information that proves to be erroneous shall be reversed by the clerk of the court, on an order of the president of the court. Section III - The effects of registrations
Any natural or legal person registered in the trade register shall be presumed, unless proven otherwise, to have the status of trader with all the consequences arising from that status.
Natural or legal persons subject to registration in the trade register who have not registered may not, until registration, rely as against third parties on their status as traders, but are nonetheless subject to all the obligations arising from that status.
In the event of the transfer or lease of a business, the registered person shall remain jointly and severally liable for the debts of his successor or lessee until he has had himself struck off the trade register or has had his registration amended with express mention of the sale or lease.
Only facts and acts duly registered in the trade register shall be enforceable against third parties. Persons subject to registration in the trade register may not, in the exercise of their commercial activity, rely against third parties, who may however rely thereon, on facts and acts subject to an amending mention unless the l…
Upon expiry of a period of one month from the formal notice sent by the administration, any trader, any manager or member of the administrative, managerial or management bodies of a commercial company, any director of a branch or agency of an establishment or commercial company, required under the provisions of this law to be re…
The fine is imposed by the court in whose jurisdiction the interested party is located, on the requisition of the magistrate responsible for supervising the commercial register, the interested party having been heard or duly summoned. The court shall order that the omitted registration be made within a period of two months. If,…
Any inaccurate indication given in bad faith for the purpose of registration or entry in the commercial register shall be punishable by imprisonment of one month to one year and a fine of 1 000 to 50 000 dirhams or by one of these two penalties only. The judgment imposing the conviction shall order that the inaccurate entry be rectified in the terms it determines.
Any non-compliance with the provisions of Article 49 relating to the indication of certain particulars on the commercial papers of traders and commercial companies shall be punishable by the fine provided for in Article 62.
Any inaccurate indication given in bad faith appearing in the entry made on the commercial papers of traders and commercial companies shall be punishable by the penalties provided for in Article 64.
Irrespective of the rules laid down by the Penal Code, any person who, having previously been the subject of a conviction to a fine, commits the same offence within the five years following the pronouncement of the first conviction which has become final shall be in a state of recidivism. In that case, the penalties provided for in Article 64 shall be doubled.
The provisions of Articles 64 and 66 do not exclude the application, where appropriate, of the provisions of the Penal Code. Section V: Trade name
A person who operates a commercial establishment, alone or with a participating partner, may register only his own name as a trade name. He may not add anything to the trade name which indicates a company relationship, but he may add any indications serving to distinguish his person or his establishment, provided that they are true to fact, cannot mislead and do not harm any public interest.
The right to use the name of a trader or a trade name entered in the commercial register and published in a journal of legal notices shall belong exclusively to the owner of that name or trade name. It may not be used by any other person, even by a person with an identical surname; the latter, when constituting a trade name, must add to his name another indication that clearly distinguishes it from the already existing trade name.
A person who acquires or operates a commercial business may, if expressly authorized to do so, continue to use the same name or the same trade name, but he is required to add thereto an indication specifying the fact of the succession or transfer. The heir is subject to the same obligation if he wishes to benefit from the rights resulting from registration in the commercial register.
A person whose name appears without his authorization in a trade name entered in the register may compel the person using it unlawfully to make the modification of the entry that he has registered, without prejudice to an action for damages, where appropriate.
Any person who has not used a name, a trade name or a commercial name for more than three years from their registration in the commercial register or who, even after having used it, has ceased to use it for more than three years, shall lose the privilege attached to that registration. The cancellation of that registration may be…
Any name, trade name, commercial name or sign whose beneficiary has not carried out registration in the commercial register within a period of one year from the date of issuance of the negative certificate by the central commercial register service may not be registered in the commercial register. Section VI: Common provisions
Registration of natural persons must be requested within three months of the opening of the commercial establishment or the acquisition of the commercial business. Registration of legal persons under public law or private law must be requested within three months of their creation or formation. Registration of Moroccan or foreig…
No application for registration in the commercial register of a trader or a commercial company shall be received by the secretary-registrar unless a certificate of entry on the assessment roll for the patente tax is produced and, where applicable, the deed of transfer of the commercial business or of management lease.
Copies or extracts of the trade register must not mention: 1) judgments declaring judicial reorganisation or judicial liquidation where there has been rehabilitation; 2) judgments pronouncing incapacity or prohibition where the person concerned has been relieved thereof; 3) pledges of the business assets, where the registration…
Disputes relating to entries in the trade register shall be brought before the president of the court, who shall rule by order. Orders issued in this matter shall be notified to the persons concerned in accordance with the provisions of the Code of Civil Procedure. Book II: The Business Assets Title One: Elements of the Business Assets
The business assets constitute an intangible movable asset consisting of all movable property allocated to the carrying on of one or more commercial activities.
The business assets necessarily include the clientele and the goodwill. They also include all other assets necessary for the operation of the business, such as the trade name, the sign, the right to the lease, commercial furniture, goods, equipment and tools, invention patents, licences, manufacturing, trade and service marks, i…
Any sale or transfer of business assets, as well as any contribution to a company or any allocation of business assets by partition or auction, shall be recorded by an instrument in authentic form or under private signature. The amount of the sale shall be deposited with a body duly authorised to hold deposits. This instrument s…
Where one of the mentions prescribed in the preceding article does not appear in the sale instrument, the buyer may request the annulment of the contract if the absence of that mention has caused him prejudice. Where the mentions appearing in the instrument are inaccurate, the buyer may request the annulment of the contract or t…
After registration, an official copy of the notarial instrument or a copy of the private deed must, within fifteen days of its date, be filed with the registry of the court in whose jurisdiction the business is operated or the principal establishment of the business is located, if the sale includes branches. An extract of this i…
Within fifteen days at the latest after the second insertion, the seller's creditors, whether or not their claim is due, may object to the payment of the price by registered letter with acknowledgement of receipt addressed to the registry of the court that received the instrument or by filing the objection with the said registry…
In the event of an objection to payment of the price, the seller may, in any event, after the expiry of a period of ten days after the period set for the objection, apply for interim relief in order to obtain authorisation to collect his price despite the objection, on condition that he pays to the registry a sufficient sum fixe…
The sums thus deposited shall be specially allocated to guaranteeing the claims for the security of which the objection was made. A privilege exclusive of any other shall be granted to them over the deposit, without, however, this being capable of resulting in a judicial transfer in favour of the objecting creditor or the object…
The judge in interim relief proceedings shall grant the requested authorisation only if he is satisfied by a declaration of the purchaser impleaded, made under his personal responsibility and of which note shall be taken, that there are no objecting creditors other than those against whom the proceedings are brought. The purchas…
If the opposition has been made without title or without cause, or if it is null in form, and if no proceedings have been instituted on the merits, the seller may apply to the judge in summary proceedings for the purpose of obtaining authorization to collect his price despite the opposition.
The buyer who, without having made the publications in the prescribed forms, or who, either before the expiry of the fifteen-day period or in disregard of the registrations or oppositions, has paid the seller, is not discharged as against third parties.
Patents, manufacturing, trade and service marks, and industrial designs and models included in the sale of a business remain, as regards their mode of transfer, governed by the legislation relating to the protection of industrial property. Literary and artistic property rights included in the sale of a business remain, as regard…
The seller's privilege is available under the following conditions: - the privilege is registered in the trade register; - the same registration formality is completed at the registry of each court in whose jurisdiction a branch of the business included in the sale is located. These registrations are not subject to publication i…
The registration must be effected, on pain of nullity, within fifteen days from the date of the sale deed, at the seller's diligence. It takes priority over any registration effected within the same period by the buyer. It is enforceable against the judicial reorganization and liquidation of the buyer. Section II: Rights of the Seller's Creditors, Overbid of One-Sixth
During the thirty days following the second insertion provided for in article 83, an official copy or a copy of the sale deed shall be kept at the registry of the court that received the deed, at the disposal of any opposing or registered creditor, for consultation on the premises.
During the period fixed in the preceding article, any registered creditor, or any creditor who has filed an opposition within the fifteen-day period fixed in article 84, may obtain communication, at the registry of the court, of the sale deed and of the oppositions and, if the sale price is insufficient to satisfy the creditors…
The overbid of one-sixth is not admitted after the judicial sale of the business or a sale pursued at the request of an administrator of judicial reorganization or liquidation or of undivided co-owners of the business, made by public auction and in accordance with articles 115 to 117.
The registry clerk conducting the sale may only admit to bid persons who have deposited in his hands, specially allocated to payment of the price, a sum that may not be less than half of the total price of the first sale, nor less than the part of the price of that sale stipulated payable in cash increased by the overbid.
The award on an overbid of one-sixth shall take place under the same conditions and time limits as the sale in respect of which the overbid was made. The effect of the oppositions is carried over to the award price.
When the sale price is definitively fixed, whether or not there has been an overbid, the buyer, in the absence of agreement among the creditors for the amicable distribution of its price, is required, on the demand of any creditor and within the following fortnight, to deposit at the registry the exigible part of the price, and…
The rescission action for non-payment of the price must, in order to produce effect, be mentioned and expressly reserved in the registration of the privilege provided for in article 92. It may not be exercised to the prejudice of third parties after the extinction of the privilege. This action is limited, like the privilege, to only the elements that form part of the sale.
In the event of amicable or judicial rescission of the sale, the seller is required to take back all the elements of the business forming part of the sale, even those over which his privilege and his action have been extinguished. He is accountable for the price of the merchandise and equipment existing at the time of his reposs…