In brief: The IGOC 2026 regulates Moroccan investment abroad with a ceiling of 200 MDH per year for legal entities meeting the eligibility conditions (3 years of activity, accounts certified by a statutory auditor). ADD-labeled startups benefit from a derogatory regime of 10 MDH/year. The IGOC 2026 also introduces provisions on employee shareholding. Upsilon Consulting supports you in structuring your international investment projects.
Morocco’s international openness is not limited to attracting foreign capital. Moroccan companies are increasingly investing abroad, whether to establish subsidiaries, acquire stakes or develop strategic partnerships. This movement is governed by exchange control regulations, which set eligibility conditions, ceilings and repatriation obligations.
The IGOC 2026, in its Chapter IV, section 2 (Art. 178-192), details the regime applicable to Moroccan investments abroad (IME).
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Eligibility Conditions for Legal Entities (Art. 178-181)
Three Cumulative Conditions
To invest abroad, a Moroccan legal entity must meet three cumulative conditions:
- Demonstrate at least 3 years of effective activity: the company must have conducted operational activity for three closed fiscal years;
- Have accounts certified by a statutory auditor (CAC): the last three fiscal years must have been certified without major qualification;
- Demonstrate a connection with the business: the foreign investment must have a link with the company’s core activity or form part of a coherent development strategy.
These conditions aim to ensure that only financially solid and structured companies access the international market.
Authorized Investment Types
The IGOC 2026 authorizes the following forms of investment abroad:
- Capital contributions, including share premiums, for the creation or participation in the capital of foreign companies;
- Loans and shareholder current account advances (CCA) to majority-owned foreign subsidiaries;
- Acquisitions of stakes in existing companies abroad.
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Ceilings and Authorizations (Art. 182-185)
200 MDH per Year Ceiling
Eligible Moroccan legal entities may invest abroad up to 200 million dirhams (MDH) per fiscal year, without prior authorization from the Exchange Office. This ceiling is assessed per investor and per calendar year, across all investments combined.
Beyond 200 MDH: Exchange Office Authorization
For investments exceeding the 200 MDH ceiling, prior authorization from the Exchange Office is required. The Office may authorize the transfer up to 50% of the requested amount beyond the ceiling, subject to review of the file and the company’s financial strength.
The application file includes:
- A presentation of the investment strategy;
- Certified accounts for the last three fiscal years;
- The statutory auditor’s report;
- The business plan for the projected investment.
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Repatriation Obligation (Art. 186-188)
Repatriation Principle
Moroccan investors abroad are subject to a repatriation obligation for income from their investments (dividends, interest, management fees) as well as disposal or liquidation proceeds. Repatriation must occur within 30 days from the date of collection or availability of funds abroad.
Authorized Reinvestment
The IGOC 2026 authorizes reinvestment abroad of income and disposal proceeds, without prior repatriation, provided the reinvested amount remains within the annual ceiling of 200 MDH. The reinvestment must be declared to the authorized intermediary bank within one month of the transaction.
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Derogatory Regime for ADD-Labeled Startups (Art. 189-190)
Facilitated International Access
The IGOC 2026 introduces a derogatory regime for startups labeled by the Agence de Développement du Digital (ADD). These companies benefit from relaxed conditions:
- Ceiling of 10 MDH per year for investments abroad;
- Exemption from the 3-year activity condition and statutory auditor certification;
- Ability to create foreign entities (subsidiaries, representative offices) to support their international development.
This regime recognizes the specificities of Moroccan tech startups that need rapid international presence to capture markets, while maintaining prudential oversight through the 10 MDH ceiling.
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Individuals: Employee Shareholding (Art. 191-192)
Stock Options and Free Share Awards
Individuals resident in Morocco may participate in employee shareholding programs established by international groups. The IGOC 2026 authorizes:
- The transfer abroad of an amount capped at 10% of net salary for the acquisition of shares in the foreign parent company;
- The exercise of stock options (share purchase options) granted under the employment contract;
- Subscription to free share award (AGA) plans offered by the group.
Supporting documents include the employment contract, the employee shareholding plan and pay slips attesting to the reference net salary amount.
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Documentary Obligations
For each investment abroad transaction, the authorized intermediary bank requires:
- Certified accounts for the last three fiscal years (except ADD startups);
- The statutory auditor’s report;
- Evidence of the connection with the business activity;
- Supporting documents for repatriation of prior income;
- The investment declaration to the Exchange Office for transactions subject to authorization.
All these documents are retained by the bank for five years and kept available for the Exchange Office.
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Reference texts: Instruction Générale des Opérations de Change (IGOC) 2026 (PDF)
Frequently Asked Questions
Can a company under 3 years old invest abroad?
In principle, no. The 3-year activity condition is cumulative with statutory auditor certification. However, ADD-labeled startups are exempt from this condition and may invest up to 10 MDH per year abroad.
What happens if the repatriation obligation is not met?
Non-repatriation within the 30-day deadline constitutes a violation of exchange control regulations, punishable by administrative and financial sanctions imposed by the Exchange Office. It is essential to implement rigorous flow monitoring.
Can an employee combine stock options and free share awards?
Yes, the IGOC 2026 authorizes the combination, provided the total amount transferred under employee shareholding does not exceed 10% of annual net salary. Both mechanisms are documented separately with the bank.
What is the role of the statutory auditor in this framework?
The statutory auditor certifies the company’s accounts, an essential condition for accessing the investment abroad regime. Their report attests to the company’s financial strength and the accuracy of its financial statements.
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