SASU in Morocco: Formation, Advantages and Differences with SARLAU

In brief: The SASU (Société par Actions Simplifiée Unipersonnelle — Single-Member Simplified Joint-Stock Company) is the single-member form of the SAS, introduced in Morocco by Law 19-20. Unlike the SARLAU, the SASU offers no minimum capital, flexible governance defined by the articles of association and free transfer of shares without a mandatory approval clause. It is the preferred legal form for startups, group subsidiaries and foreign investors seeking to establish a presence in Morocco.

What is a SASU in Morocco?

The SASU is a Simplified Joint-Stock Company formed by a sole shareholder, whether a natural or legal person. Governed by Law 19-20 on the simplified joint-stock company, enacted by Dahir No. 1-21-75, it constitutes a modern alternative to the SARLAU (single-member SARL) for sole entrepreneurs.

The SASU benefits from the freedom of contract that characterizes the SAS: the articles of association freely determine the rules of organization and operation of the company, subject to the mandatory provisions of the law. This statutory flexibility makes the SASU a particularly attractive legal vehicle for entrepreneurial projects requiring flexibility and scalability.

SASU vs SARLAU comparison

The choice between the SASU and the SARLAU depends on several criteria. Here is a detailed comparison of the two legal forms:

Criterion	SASU (Law 19-20)	SARLAU (Loi 5-96)
Minimum capital	None (no minimum)	1 MAD
Type of securities	Shares	Ownership interests
Director	President (natural or legal person)	Manager (natural person only)
Term of office	Free (set by articles of association)	Free (set by articles of association)
Sole shareholder decisions	Unilateral decisions	Unilateral decisions
Transfer of securities	Free (unless statutory clause)	Mandatory approval for transfer to third parties
Statutory auditor	Optional (unless thresholds exceeded)	Optional (unless thresholds exceeded)
Articles of association	Notarized (mandatory)	Private deed possible
Conversion	Easy conversion to multi-member SAS	Conversion to multi-member SARL

Common features

Both forms nonetheless share several characteristics:

The sole shareholder’s liability is limited to their contributions;
Decisions that would normally fall to the general meeting are taken unilaterally by the sole shareholder and recorded in a register;
The applicable tax regime is identical: corporate tax (IS) at the standard rate schedule;
Both forms are subject to the same obligations regarding the filing of annual accounts with the commercial court registry.

Procedure for forming a SASU

The formation of a SASU in Morocco follows these steps:

1. Negative certificate

The first step is to obtain a negative certificate from OMPIC (Office Marocain de la Propriété Industrielle et Commerciale), attesting that the chosen company name is not already in use. This application can be made online via the OMPIC platform.

2. Drafting and signing the articles of association

The SASU’s articles of association must be established by notarial deed (a legal obligation for SAS companies). They define in particular:

The company name, corporate purpose, registered office and duration of the company;
The amount of share capital and the form of contributions;
The president’s powers and decision-making procedures;
The conditions for transfer of shares and any restrictive clauses;
The rules for consulting the sole shareholder on important decisions.

3. Capital deposit

The share capital must be deposited in a blocked bank account in the name of the company being formed. The deposit certificate is issued by the bank and will be needed for registration in the trade register.

4. Registration and administrative formalities

Registration in the Trade Register with the competent commercial court;
Obtaining the Tax Identification Number (IF) from the General Tax Directorate;
Affiliation with the CNSS (National Social Security Fund);
Registration for professional tax with the local tax office;
Publication in the Official Bulletin and in a Journal d’Annonces Légales.

Governance of the SASU

The president: central governing body

The SASU is managed by a president, who may be a natural or legal person. This is a fundamental difference from the SARLAU, whose manager must necessarily be a natural person.

The president has the broadest powers to act on behalf of the company in all circumstances, within the limits of the corporate purpose and the powers potentially assigned by the articles of association to other bodies. Vis-a-vis third parties, the president binds the company even for acts that exceed the corporate purpose, unless the third party was aware of the excess.

Statutory freedom

Law 19-20 enshrines broad statutory freedom for the organization of the SASU:

No imposed term of office: the duration of the president’s mandate is freely set by the articles of association;
Optional bodies: the articles of association may provide for the creation of supervisory bodies or advisory committees, without any legal obligation;
Remuneration arrangements: the president’s remuneration is determined by the sole shareholder’s decision, without any particular legal framework.

Sole shareholder decisions

Decisions that would normally fall to the general meeting in a multi-member SAS are taken unilaterally by the sole shareholder of the SASU. They are recorded in a decision register and relate in particular to:

Approval of the annual accounts and allocation of results;
Appointment and dismissal of the president;
Amendment of the articles of association;
Increase or reduction of capital.

Taxation of the SASU

The SASU is subject to the same tax regime as any capital company in Morocco:

Corporate tax

The SASU is subject to corporate tax (IS) at the proportional rate schedule in effect. The applicable rate depends on the net taxable profit. The minimum contribution is due even in the absence of profit, with a minimum of 3,000 MAD for the first years of activity.

Withholding tax on dividends

Dividends distributed by the SASU to a sole shareholder who is a natural person are subject to withholding tax at a rate of 15% (final withholding rate). For resident corporate shareholders, the withholding tax is 10% with the possibility of offset against corporate tax.

VAT and other taxes

The SASU is subject to VAT under the standard regime, as well as to professional tax and municipal services tax.

Advantages of the SASU

Governance flexibility: statutory freedom to organize the company according to project needs;
Modern image: a legal form associated with startups and innovative businesses, particularly attractive within the framework of Casablanca Finance City;
Ease of transfer: shares are freely transferable (unless otherwise provided), facilitating investor entry;
No minimum capital: allows creation of a company with capital suited to the project, without legal constraints;
Scalability: conversion to a multi-member SAS by simple transfer or issuance of shares, without legal transformation;
Legal person as president: allows a holding company to manage the SASU without an intermediary.

Disadvantages of the SASU

Higher formation costs: notarized articles of association entail additional costs compared to the SARLAU whose articles can be by private deed;
Less well-known form: since the SAS is relatively recent in Morocco, some business or banking partners may be less familiar with this legal form;
Identical accounting obligations: despite the governance flexibility, the SASU remains subject to the same accounting and filing obligations as any commercial company.

When to choose the SASU?

The SASU is particularly suitable in the following situations:

Startup creation: statutory flexibility facilitates fundraising and subsequent investor entry;
Group subsidiary: a legal person (parent company) can be sole shareholder and president of the SASU;
Holding company: the SASU is an effective vehicle for structuring a group of companies;
Foreign investor: the free transferability of shares and flexible governance suit international investors, particularly within the framework of CFC;
High-growth project: the SASU can evolve into a multi-member SAS without costly transformation.

For more traditional projects (local retail, traditional service provision), the SARL or SARLAU often remains the most pragmatic choice due to its lower formation cost and its familiarity among business partners.

At Upsilon Consulting, our chartered accountancy firm in Casablanca assists entrepreneurs in choosing the legal form best suited to their project and handles all business creation formalities from A to Z.

Frequently asked questions

Does the SASU actually exist in Morocco or is it only a French legal form?

Yes, the SASU does exist in Morocco since the adoption of Law 19-20 on the SAS. This law, published in the Official Bulletin in 2021, allows the creation of single-member (SASU) and multi-member SAS companies. It is a legal form distinct from the French SASU, although both share similar principles of statutory flexibility.

What is the minimum capital to create a SASU in Morocco?

Law 19-20 sets no minimum capital for the SAS (and therefore the SASU). The sole shareholder is free to set the amount of share capital they deem appropriate for their project. In practice, it is recommended to provide sufficient capital to cover start-up needs and inspire confidence among business and financial partners.

Can a SARLAU be converted into a SASU?

Yes, the conversion of a SARLAU into a SASU is legally possible. It requires the sole shareholder’s decision, the drafting of new articles of association by notarial deed, the appointment of a president (replacing the manager) and the completion of publicity formalities and amendment at the trade register. This operation involves costs (notary fees, registration duties, publication) but allows benefiting from the statutory flexibility of the SAS.

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This article is written by the team of chartered accountants at Upsilon Consulting, a firm registered with the Order of Chartered Accountants (OEC) of Morocco.

Need assistance creating your SASU in Morocco? Contact Upsilon Consulting for tailored advice.

SASU in Morocco: Formation, Advantages and Differences with SARLAU | Upsilon Consulting