In brief: To open a branch of a foreign company in Morocco in 2026, follow 7 steps: OMPIC negative certificate, board minutes from the parent company, domiciliation, tax registration, filing with the commercial court, publication in the Official Bulletin and obtaining the tax identification number. Average setup time: 2 to 4 weeks. Legal basis: Article 37 of the Commercial Code (Law 15-95). No share capital required.
The creation of a branch of a foreign company in Morocco is governed by Article 37 of the Commercial Code: any branch of a foreign company must register with the commercial register within 3 months of opening. This route allows a foreign group to operate in Morocco without incorporating a Moroccan-law entity, while preserving full legal unity with the parent company.
This operational guide, written by the chartered accountants at Upsilon Consulting, details the complete procedure, the documents to prepare, the sample board resolution and the post-incorporation formalities (CNSS, exchange office, ICE).
Last updated: April 2026 — incorporates the DirectEntrepreneur procedure and the reporting obligations under the 2026 Finance Law.
Legal Framework: Article 37 of the Commercial Code
Article 37 of the Moroccan Commercial Code (Law 15-95) requires every foreign company carrying on business in Morocco through a branch to register with the local commercial register within 3 months. The branch has no separate legal personality — it is legally the same entity as its parent company — but it is treated as a permanent establishment for tax purposes.
For the full definition, tax regime and comparison with a subsidiary (LLC), see our pillar guide: Branch in Morocco: Definition and Taxation.
Source: Article 37 of Law 15-95 (Commercial Code), analyzed by Salaheddine Yatim, Chartered Accountant — Upsilon Consulting.
The 7 Steps to Open a Branch in Morocco in 2026
Step 1 — Obtain the negative certificate from OMPIC
The negative certificate confirms that the chosen branch name is not already used by another entity. The application can be filed online via the DirectEntrepreneur portal or directly with OMPIC.
- Lead time: 24 to 48 hours;
- Negative certificate validity: 1 year;
- Practical tip: use the parent company’s name followed by “Morocco Branch” to ease traceability.
Step 2 — Draft the parent company’s board minutes
The board minutes of the parent company’s management body (board of directors, managing partner, supervisory board depending on the form) record the decision to open a branch in Morocco. This is the central legal document of the procedure.
Mandatory contents of the branch incorporation minutes:
- Exact branch name (matching the negative certificate);
- Address of the branch’s registered office in Morocco;
- Corporate purpose (must remain within the parent company’s purpose);
- Identity and powers of the legal representative in Morocco (manager);
- Optional operating endowment allocated by the parent company.
The minutes must be signed by the duly authorised bodies, translated into French by a sworn translator if drawn up in another language, and apostilled under the Hague Convention (or legalised for non-signatory countries).
Step 3 — Tax domiciliation in Morocco
The branch must have a physical address in Morocco. Three options:
- Standard commercial lease;
- Commercial domiciliation with an approved provider (fastest option);
- Premises made available by a local partner.
For branches established in Casablanca Finance City (CFC), additional tax and operational benefits are available (CFC status, 20% IS on export income).
Step 4 — Tax registration of the minutes
The incorporation minutes must be registered with the Regional Tax Directorate within 30 days of signature. This registration is subject to registration duties of MAD 200 (Article 135 of the CGI).
Step 5 — Filing with the commercial court clerk
Within 15 days of tax registration, the complete file must be filed with the clerk’s office of the commercial court of the place of establishment.
Documents to file:
- Original registered minutes + 3 copies;
- Translated and apostilled parent company articles;
- Extract from the parent company’s home-country commercial register (less than 3 months old);
- Copies of legal representatives’ passports;
- Power of attorney to the local agent;
- Original negative certificate;
- Proof of domiciliation (lease or domiciliation agreement).
Step 6 — Commercial register registration
The court proceeds with registration in the local commercial register within days of filing. The branch obtains a CR number that must appear on all its commercial documents.
Registration in the commercial register also triggers the issue of the Common Enterprise Identifier (ICE) by the DGI.
Step 7 — Legal publicity and post-incorporation formalities
Once the registration is obtained, the remaining formalities are:
- Publication in the Official Bulletin (BO) and in a legal announcements journal within 30 days;
- Affiliation with CNSS as soon as the first employee is hired locally;
- Reporting to the Office des Changes for foreign-currency transactions;
- Registration for professional tax (former patente) and communal services tax;
- Opening a Moroccan bank account in the name of the branch.
Sample Branch Incorporation Minutes
Below is a template structure for branch incorporation minutes, to be adapted to the legal form of the parent company.
EXTRACT FROM THE MINUTES OF THE [Board of Directors / Managing Partner]
Company: [Parent company name] Form: [Home-country legal form] Capital: [Share capital amount] Registered office: [Head office address] Register: [Number and place of home-country commercial register]
On [DD/MM/YYYY], the [Board of Directors / Managing Partner], duly convened and validly deliberating, adopted the following resolutions:
First resolution — Opening of a branch in Morocco
The [Board / Managing Partner] decides to open a branch in Morocco, which will carry out the following activities: [corporate purpose, within the limits of the parent’s purpose].
The branch shall be named: “[Name from negative certificate]”.
Second resolution — Registered office
The branch’s registered office is set at: [Full Moroccan address].
Third resolution — Appointment of legal representative
Appointed as legal representative of the Morocco branch: [Name, nationality, address], granted full powers to act in the name and on behalf of the company in connection with the branch’s activities.
Fourth resolution — Powers
Full powers are granted to the bearer of an original or a copy of these minutes to carry out all publication, filing and registration formalities.
This template must be adapted to the parent company’s legal form and signed by the statutorily authorised bodies. A review by a chartered accountant is recommended before filing.
Document Checklist
| Document | Source | Apostille / Translation |
|---|---|---|
| Parent company articles | Home country | Sworn FR translation + apostille |
| Home-country CR extract (< 3 months) | Home country | Apostille |
| Board minutes deciding the opening | Home country | Sworn FR translation + apostille |
| Legal representatives’ passports | — | Certified copies |
| Negative certificate | OMPIC Morocco | — |
| Domiciliation contract or lease | Morocco | — |
| Power of attorney to local agent | Home country | Apostille |
For non-signatory countries to the Hague Convention, the apostille is replaced by consular legalisation at the relevant Moroccan consulate.
Official Setup Costs (excluding professional fees)
Public costs related to opening a branch in Morocco in 2026:
- OMPIC negative certificate: MAD 230;
- PV registration duties: MAD 200 (lump sum);
- Commercial court filing fees: ~MAD 350;
- Official Bulletin publication: ~MAD 600;
- Legal newspaper announcement: MAD 200 to 500 depending on the title;
- Domiciliation fees: variable depending on the provider.
Translation and apostille costs in the home country apply on top, at local rates.
Post-incorporation Obligations of the Branch
Once the branch is registered, several recurring obligations apply:
- Separate accounting records compliant with CGNC;
- VAT returns monthly or quarterly depending on turnover;
- Corporate tax (IS) return within 3 months of fiscal year-end;
- Quarterly IS instalments;
- 11.25% withholding tax in 2026 on profit remittances to the parent company;
- Monthly CNSS social security filings;
- Reporting to the Office des Changes for international financial flows.
Branch setup bullet summary 2026:
- 7 steps: negative certificate → board minutes → domiciliation → tax registration → court filing → BO → CNSS
- Average lead time: 2 to 4 weeks
- Share capital: none
- Public costs: ~MAD 1,500 to 2,500 (excluding fees and apostille)
- Legal basis: Article 37 Commercial Code (Law 15-95)
- First employee = mandatory CNSS affiliation
Source: Article 37 of the Commercial Code and Article 135 of the 2026 CGI, analyzed by Salaheddine Yatim, Chartered Accountant — Upsilon Consulting.
Frequently Asked Questions
What documents are required to register a branch of a foreign company in Morocco?
The required documents are: the OMPIC negative certificate, the parent company’s articles of association translated into French and apostilled, an extract from the home-country commercial register (less than 3 months old), the board minutes deciding the opening of the branch (translated and apostilled), a power of attorney to the legal representative in Morocco, copies of legal representatives’ passports, and a lease or domiciliation contract for the registered office.
How long does it take to open a branch in Morocco?
The average lead time is 2 to 4 weeks with a complete file. This includes obtaining the negative certificate (24-48 h), translating and apostilling the parent company’s documents (1 to 2 weeks depending on the country), filing with the commercial court and registration in the commercial register, and obtaining the tax identification number and the ICE.
Does a branch of a foreign company need a share capital in Morocco?
No. Having no separate legal personality, the branch is not required to set up a share capital. It operates with an operating endowment allocated by the foreign parent company, which assumes full financial responsibility for its operations in Morocco. This endowment is recorded in the branch’s accounts but does not constitute share capital under Moroccan company law.
What is the legal basis for a foreign branch in Morocco?
Article 37 of the Moroccan Commercial Code (Law 15-95) requires every branch of a foreign company to register with the commercial register of the place of establishment. This obligation must be fulfilled within 3 months of branch opening, failing which the parent company faces sanctions and risks invalidity of branch commercial acts.
Can a branch carry out activities different from its parent company?
No. The branch, being legally the same entity as its parent company, can only carry out activities within the corporate purpose of the parent company. Any expansion of activity in Morocco requires either a prior amendment of the parent company’s articles or the creation of a separate subsidiary.
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