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Legal & Tax

The legal and tax performance and security of the business, from incorporation to succession.

Our multidisciplinary team advises industrial and commercial companies, public and non-profit organisations and wealth management structures. It helps improve the management of legal risk across all functions of the business.

Our preliminary studies, written in plain language, bring out the key questions for making your choices. Our teams follow developments in business law and handle the most complex matters.

Who is it for?

  • Company founders and executives
  • Groups and subsidiaries of foreign companies
  • Investors in Morocco
  • Associations, semi-public and wealth structures

Lawyers and tax specialists together

An overall view of your legal documents, accounts and obligations.

Litigation experience

Over twenty-five years’ experience of tax audits and commissions.

Plain language

Preliminary studies written to help you decide, not to impress.

Company law advisory

Choosing the right structure and securing every transaction: incorporation, merger, sale, acquisition, restructuring.

We advise you on organising relations between partners and executives, and draft the documents your projects require, in consultation with your other advisers.

  • Incorporation, amendment, conversion or extension of companies (SARL, SA, SAS, SNC…), with local or foreign shareholding
  • Setting up representative offices, branches and subsidiaries of Moroccan or foreign companies
  • Incorporating companies in Morocco’s dedicated offshoring zones
  • Legal management of intragroup and inter-company relations
  • Legal management of companies in difficulty
  • Partial asset contributions, mergers by absorption, demergers, sales and acquisitions
  • Drafting merger agreements, including with retroactive effect
  • Dissolution and liquidation: minutes, deeds of distribution, liquidator’s report

Specific contracts

Documents drafted to protect your interests.

  • Sale of a business
  • Partnership and franchise agreements
  • Lease management and salaried management agreements
  • Assignment or waiver of receivables
  • Commercial leases
  • Service agreements
  • Partners’ and shareholders’ agreements

Corporate secretarial

Your annual obligations, listed or unlisted, kept up to date.

We draft the documents for the approval of the annual accounts and their follow-up, alerting you to legislative and regulatory changes.

  • Notices of meeting to partners
  • Management report, proposed appropriation of profit, text of resolutions
  • Special reports and regulated agreements
  • Attendance sheets and minutes of general meetings
  • Updating statutory registers and share transfer registers
  • Legal formalities

Tax advisory

Optimising your tax position securely and protecting you against audit risk.

Our tax team supports you day to day in your routine and exceptional transactions, across all direct and indirect taxes, and helps you define your tax strategy with complete transparency.

Transactions

  • Securing and optimising incorporations, restructurings, mergers, demergers and successions
  • Supporting the structuring of your acquisitions, disposals and investments
  • Tax, legal and employment due diligence, in Morocco and abroad

Group tax strategy

  • Improving cash flow in light of taxation, across group companies
  • Streamlining cash circulation within the group while limiting tax costs
  • Optimising and securing transfer pricing policy, consistent with customs policy
  • Group tax reporting tools
  • Sector issues: real estate, banking and insurance, non-profit or semi-public sector

Personal and wealth taxation

  • Passing on your business
  • Filing obligations: corporate tax, income tax, VAT
  • Lawful wealth optimisation strategies

Tax audits and disputes

Over twenty-five years’ experience of tax audits and the disputes that follow.

When reassessments remain after an audit, we can file a prior claim to change the inspector’s position, then defend you before the commissions.

Litigation procedure

  • Assistance at the opening and close of the audit
  • Dealings with the tax inspectors
  • Drafting replies and petitions after each notification
  • Referral to the Local Tax Commission (CLT) and the National Tax Appeals Commission (CNRF), and representation before them

Request for tax relief

  • Request for remission when your situation is difficult or inequitable, even if the tax is legally due
  • A remission granted has the same effect as a tax rebate

Amicable procedure

  • Negotiation with the tax authorities, alongside the procedures, to speed up settlement of the dispute

Legal audit

A relevant audit includes analysis of legal risks and opportunities.

A merger or acquisition, a transfer of shares or the signing of a major contract expose the company and its executives. These risks can lead to contracts being annulled, criminal penalties, disqualification from management or significant financial losses.

The four major risks

  • Legal instability
  • The growing liability of executives
  • Prosecution for anti-competitive practices
  • Drift in contractual relationships

What our lawyers audit

  • The contracts used by the company and their compliance with laws and regulations
  • Legal risks linked to the business and its development
  • An acquisition target (legal due diligence)
  • The data room for a sale of shareholdings or assets
  • The company’s criminal exposure
  • The risk of a contract or corporate decision being annulled
  • Current contracts and any third-party consents required

Tax audit

Knowing your company’s exact tax position, managing risks and seizing opportunities.

Our tax specialists review the company’s tax information to check its compliance, regularity and effectiveness. The aim is twofold: to check that the company meets its obligations, to reduce the risk of an inspection, and to prevent future risks. The audit can be limited to one tax, cover all non-time-barred periods, or be partial. Our engagements are one-off or periodic. Planning an acquisition? Think of a tax audit before signing.

  1. Accepting the engagement

    Scope of work, objective, timing and fees agreed with you.

  2. Engagement letter

    General and specific terms drafted.

  3. Understanding the business

    Analysis of potential risks: legal, tax, economic, group and employment.

  4. Tax diagnosis

    Review of tax transactions, of the bridge from accounting profit to taxable profit, of the corporate tax calculation and instalments.

  5. Audit report

    Summary, tax strengths and weaknesses.

  6. Presentation of findings

    Meeting with the governing bodies.

In plain terms
CLT and CNRFThe Local Tax Commission and the National Tax Appeals Commission examine disagreements between a taxpayer and the tax authorities after an audit.

What you receive

Concrete deliverables, written to be used

  • Written, reasoned advice notes
  • Legal documents ready to sign
  • Tax or legal audit report with quantified risks
  • Briefs and petitions before the commissions

In practice

A typical engagement

All typical engagements
Legal & Tax

Tax audit of a services company

The situation

A company receives a notice of tax audit covering several financial years.

Our intervention

  • Preparing the file and supporting documents before the first visit
  • Support during the audit and responses to notifications
  • Defence before the Local Tax Commission if needed

The intended result

Well-managed exchanges with the authorities and reassessments challenged item by item.

See the practice area Legal & Tax

Our approach

How an engagement unfolds

  1. Meeting

    We meet you to understand your expectations and present our solutions.

  2. Engagement letter

    Scope, timetable, allocation of tasks and fees suited to your budget.

  3. Delivery

    Documented methods, written control and monitoring procedures, a single point of contact.

  4. Report and follow-up

    Minutes, reports and support with implementation.

Frequently asked questions

What our clients ask us

Can you step in during a tax audit that has already started?

Yes. The earlier we step in, the more room for manoeuvre there is, but we also take over files in progress.

Do you support foreign investors?

Yes: choice of structure, setting up a subsidiary or branch, offshoring zones, foreign exchange regulations and taxation of cross-border flows.

Do you handle annual corporate secretarial work?

Yes: notices, reports, minutes, registers and formalities related to the approval of the accounts.

Looking for an independent, multidisciplinary firm?

Let’s meet to define your needs together. You will then receive an engagement letter suited to your situation and your budget.