Non-residents disposing of shares in Moroccan companies or real estate located in Morocco face specific tax regimes. Between taxation of the net gain on share disposals (corporate income tax for companies, 20% income tax for individuals), a 20% property gains tax, and the interplay of bilateral tax treaties, the treatment of international capital gains demands a thorough understanding of Moroccan tax law and treaty provisions. This guide outlines the rules applicable in 2026, including the critical concept of real estate-heavy companies.
Disposal of Shares or Equity Interests by Non-Residents
The principle: taxation of the net gain by way of filing
Capital gains realised by non-resident persons on the disposal of shares or equity interests in Moroccan companies are taxable in Morocco. Contrary to a common belief, there is no final 15% withholding tax levied on the gross disposal proceeds: tax is assessed on the net gain (the difference between the disposal price and the acquisition price) and is collected by way of a tax return. A non-resident company is subject to corporate income tax; a non-resident individual is subject to income tax at 20% on the net gain (Article 73-II CGI). Gains on the disposal of listed securities are exempt, except for real estate-heavy companies (Article 6-I-A CGI).
The non-resident transferor files the return and pays the corresponding tax. The tax always applies subject to the provisions of the tax treaty between Morocco and the transferor’s State of residence.
Scope of application
All disposals of equity interests are covered — SARL shares, SA shares, SNC interests — provided that the company whose securities are transferred is incorporated under Moroccan law or has its registered office in Morocco. Even where the disposal takes place abroad (for example, between two non-residents), the territoriality of the tax remains unchanged: it is the location of the issuing company that determines Morocco’s right to tax.
Non-Resident Property Capital Gains
Property gains tax (TPI)
Article 61-II of the CGI subjects gains realised by non-residents on the disposal of real estate located in Morocco to the property gains tax (Taxe sur les Profits Immobiliers — TPI). The applicable rate is 20% of the net gain, with a minimum of 3% of the disposal price.
The net gain is determined as the difference between the disposal price and the acquisition price, the latter being adjusted using revaluation coefficients published annually by the tax authorities. A flat-rate acquisition cost allowance (15% of the acquisition price) and justified capital expenditure are deductible.
Filing obligations
The non-resident vendor must file a property gains declaration within 30 days of the disposal with the competent tax office. The notary handling the transaction is jointly and severally liable for TPI payment and must escrow the corresponding amount.
Real Estate-Heavy Companies: Article 61 bis of the CGI
Definition and scope
Article 61 bis of the CGI introduces the concept of a real estate-heavy company (societe a preponderance immobiliere). A company is deemed real estate-heavy when more than 50% of its assets consist of real property or real property rights not used in the business operations.
The disposal of shares or interests in such a company — whether a SCI, SARL, or any other legal form — is treated for tax purposes as a direct real estate disposal. Consequently, the TPI regime (20% of net gain, minimum 3%) applies rather than the ordinary regime taxing the net gain on a share disposal.
DGI 2024 circular clarifications
The Directorate General of Taxes (DGI) published a 2024 circular note clarifying the criteria for assessing real estate preponderance. It specifies that the valuation of real estate assets must be carried out at fair market value on the date of disposal, rather than at net book value. This interpretation significantly broadens the scope of the provision, as many companies whose properties are largely depreciated on the books remain real estate-heavy at market value.
International Tax Treaties
OECD Model Convention: Article 13
Article 13 of the OECD Model Convention, incorporated into most treaties signed by Morocco, establishes the rules for allocating taxing rights over capital gains:
- Real property: the State where the property is situated retains the right to tax (paragraph 1).
- Shares and equity interests: in principle, only the State of residence of the transferor may tax the gain (paragraph 5).
- Real estate-heavy companies: a major exception — the State where the real estate is situated recovers the right to tax when the transferred interests derive more than 50% of their value from real property (paragraph 4).
Summary table
| Type of capital gain | Moroccan tax rate | Treaty treatment |
|---|---|---|
| Disposal of shares/interests (non-real estate company) | CIT (companies) or 20% income tax (individuals) on the net gain; listed securities exempt | State of residence taxes — Morocco waives if treaty applies |
| Direct real estate disposal | 20% TPI on net gain (min. 3%) | State of situs taxes — Morocco retains the right |
| Disposal of interests in real estate-heavy company | 20% TPI on net gain (min. 3%) | State of situs taxes — Morocco retains the right |
Tax credits and elimination of double taxation
Where Morocco retains the right to tax, the State of residence of the transferor generally grants a tax credit equal to the tax paid in Morocco, up to the amount of domestic tax due on the same income. The mechanism varies by treaty: ordinary credit method (most common) or exemption with progression.
Practical example: French resident disposing of shares in a Moroccan SCI
Mr. Martin, a French tax resident, holds 100% of the shares in a Moroccan SCI that owns an apartment in Casablanca. He disposes of his shares for MAD 2,000,000. The revalued acquisition cost amounts to MAD 1,200,000.
In Morocco: as the SCI is real estate-heavy, the disposal is treated as a real estate transaction. The net gain is MAD 800,000. The TPI amounts to MAD 160,000 (20% of 800,000), which exceeds the minimum of MAD 60,000 (3% of 2,000,000). Mr. Martin owes MAD 160,000 to the Moroccan Treasury.
In France: under the France-Morocco tax treaty (Article 13 paragraph 4), France recognises Morocco’s right to tax. Mr. Martin declares the gain in France but benefits from a tax credit equal to the Moroccan tax, thereby eliminating double taxation.
Managing Your International Capital Gains Effectively
The taxation of international capital gains in Morocco sits at the intersection of domestic law and bilateral treaties. The characterisation of the transaction — standard securities disposal versus real estate-heavy disposal — determines both the applicable rate and the allocation of taxing rights. Specialist advisory support ensures correct tax treatment and the effective mobilisation of treaty-based tax credits.
Read also
- Corporate tax for foreign companies in Morocco
- Permanent establishments in Morocco
- Tax credits and double taxation
Upsilon Consulting — chartered accountancy firm in Casablanca — assists non-residents and international investors in the tax management of their capital gains in Morocco. Contact our experts for a personalised analysis of your situation.
