Morocco Due Diligence Checklist An M&A Expert List of All the Documents You Need

In Morocco, one of the most excruciating processes in mergers and acquisitions (M&A) is due diligence. This crucial phase involves reviewing countless documents and coordinating with numerous stakeholders. This is precisely where a robust due diligence checklist becomes indispensable.
Whether you are the buyer or the seller, having a comprehensive due diligence checklist offers multiple advantages.

As a seller in Morocco, compiling and organizing these critical documents provides an excellent opportunity to understand your business operations and identify potential weaknesses deeply. Until the sale is finalized, you can proactively strengthen areas flagged during due diligence to maximize your company’s market value.
From the buyer’s perspective, obtaining organized and timely documentation significantly accelerates the M&A process. It promptly verifies that the business’s actual state aligns with the claims made in its marketing materials, reducing uncertainty and risks.

Moreover, an efficient due diligence checklist acts as a potent signalling tool, clearly demonstrating to potential buyers that your Moroccan enterprise is well-prepared, credible, and investment-worthy.
Annually, hundreds of M&A transactions in Morocco rely on our thorough due diligence checklists to facilitate smooth, transparent, and surprise-free deals. Our checklist is a comprehensive summary covering all essential documentation required for thorough and effective due diligence in Morocco.

What is a Due Diligence Checklist in Morocco?

A due diligence checklist in Morocco is a comprehensive list of documents, information, and tasks used during the due diligence process. It incorporates all the necessary information a company must acquire from its target before moving forward with a deal in Morocco. The purpose of this checklist is to thoroughly assess a target company’s business, assets, capabilities, and financial performance within the Moroccan context.

---

At Neo Expertise, we put together a complete due diligence checklist in Morocco that enables you to track the progress of diligence and secure important documents. This allows practitioners to make well-informed decisions throughout a deal’s lifecycle.

Complete Due Diligence Template in Morocco

Having a solid due diligence checklist is essential to keep track of your due diligence progress in Morocco. Here’s a list of the core owing diligence documents:

1. Legal Due Diligence Documents in Morocco

These documents generally cover all legal aspects of a company’s operations in Morocco. These are some of the most important documents a buyer would ask during this process, which are essential for the seller’s business. Here are the key types of legal, due diligence documents in Morocco:

• Shareholder certificate documents
• Local/regional/national Moroccan business licenses
• Occupational licenses in Morocco
• Building permit documents in Morocco
• Zoning and land-use permits in Morocco
• Tax registration documents in Morocco
• Power of attorney documents
• Previous or outstanding legal cases in Morocco

2. Financial Due Diligence Documents in Morocco

Financial due diligence documents in Morocco are essential in assessing the financial health and viability of a company operating within the country. These documents provide a clear view of the target company’s financial status and performance history in Morocco. Here are some of the most important financial documents commonly requested during M&A in Morocco:

• Up-to-date Moroccan tax return documents
• Audited financial statements in Morocco (at least 3 years)
• Auditor’s correspondence for the last five years in Morocco
• Copies of all loans and credit agreements in Morocco
• Details of company investments in Morocco (bonds, marketable securities, etc.)
• Capital structure specific to Moroccan operations
• Financial projections, capital budgets, and strategic plans for the Moroccan market
• Up-to-date tax and pension liabilities in Morocco
• Details on contracts and leases in Morocco, renewal dates, and whether terms change
• Details of stockholders in Morocco (percentage holdings, voting rights, etc.)
• Foreign exchange reserves held in Morocco
• List of unrecorded liabilities in Morocco
• List of collateral for debt registered in Morocco
• Details of owner withdrawals in Morocco (if any)
• Revenue by client in Morocco (if possible)
• Gross margins analysis specific to Moroccan operations
• Fixed/Variable Expenses Analysis in Morocco
• List of non-operational expenses in Morocco
• General ledger maintained in Morocco

3. Human Resources Due Diligence Documents in Morocco

Human resources due diligence documents in Morocco are crucial to understanding the company’s internal structure, employment practices, and compliance with Moroccan labor laws. These documents help assess any potential risks or obligations related to employees and contractors in Morocco. Key HR due diligence documents in Morocco include:

• Provide a list of current employees and independent contractors in Morocco
• Employee Rules of Conduct Handbook and Safety Policies applicable in Morocco
• Detail past employee disputes in Morocco (if any)
• Detail employee and independent contractor terms of employment in Morocco
• Detail updated employee resumes based in Morocco
• Outline the policy of working with labor unions in Morocco (if any)
• Outline training conducted with existing employees in Morocco
• Worker’s compensation/unemployment claims history in Morocco
• Outline policies for bonuses, incentives, commissions, and deferred commissions in Morocco
• Detail policies for sick days, paid holidays, paid vacations, and overtime pay in Morocco

4.Property, Plant, and Equipment Due Diligence Documents in Morocco

This section focuses on the physical and technological assets of the company located or used in Morocco. These documents help evaluate the value and condition of the company’s fixed assets.

• Equipment in Morocco
• Real estate owned or leased in Morocco
• Technology assets used in Morocco
• Inventory located in Morocco

5.Contract Due Diligence Documents in Morocco

Contractual obligations are a critical part of the due diligence process in Morocco. These documents provide insight into the company’s legal commitments and business relationships.

• Customer contracts in Morocco
• Supplier contracts in Morocco
• Joint venture/partnership agreements in Morocco
• Settlement agreements in Morocco
• Franchising agreements in Morocco
• Accounts receivable schedule in Morocco
• Accounts payable schedule in Morocco
• Equipment leases in Morocco
• Non-compete agreements enforceable in Morocco
• Employee contracts in Morocco
• Loans, credits, and guarantees agreements in Morocco

6. Intellectual Property Due Diligence Documents in Morocco

Understanding the ownership and legal status of a company’s intellectual property in Morocco is vital. These documents assess both the value and risks associated with IP.

• Trade secrets held in Morocco
• IP claims and litigation in Morocco
• Domain names registered in Morocco
• Issued patents in Morocco
• Patent applications filed in Morocco
• Design patents in Morocco
• Design patent applications in Morocco
• Industrial designs registered in Morocco
• Industrial design applications in Morocco
• Liens on intellectual property in Morocco
• Copyrights registered in Morocco
• Licenses valid in Morocco
• Licensing agreements in Morocco
• Trademarks registered in Morocco
• Agreements/documents regarding ownership and rights of use of advertising copy, trademarks, logos, and slogans in Morocco

7. Company’s Good Standing and Organization Due Diligence Documents in Morocco

These documents ensure the company is organized correctly and legally recognized to operate in Morocco.

• Organizational chart of the company operating in Morocco
• Shareholders/percentages owned in Morocco
• Voting trusts, subscriptions, calls, puts, options, and convertible securities agreements relevant to Moroccan operations
• Status reports of incorporation in Morocco for the last three years
• Assumed names used in Morocco
• Company minutes book in Morocco
• Company bylaws and amendments registered in Morocco
• List of the Moroccan regions and international countries where the company has employees owns assets, leases assets, and does business
• Articles of Incorporation and Amendments in Morocco
• Annual reports for the last three years in Morocco
• A Certificate of Good Standing from Moroccan authorities (and from each Secretary of State if applicable internationally)

When Should You Provide Due Diligence Documents to the Buyer in Morocco?

Keeping thorough and updated due diligence documents in Morocco allows you to efficiently provide relevant information to the buyer of your business with minimal friction. But the question then arises:

When should due diligence documents be provided to the buyer in Morocco?
Can this be done too quickly?

Absolutely. Unfortunately, the world of M&A, including in Morocco, is full of tire-kickers—people who request information simply out of curiosity. Asking for due diligence documents costs them very little (which is why some advisors in Morocco also advocate charging buyers a fee to access due diligence data).

The best policy in Morocco is to begin by providing audited financial statements—a strong signal that your business is well-organized and credible—and then share other documents progressively as requested by the buyer, who should have signed a non-disclosure agreement (NDA) beforehand.

The more potential buyers you engage with in Morocco, the better you’ll be at anticipating their document requests in advance, making the process smoother and more efficient.

Always consult with experienced M&A professionals, legal advisors, and financial analysts to ensure nothing is overlooked. A well-executed due diligence process can make the difference between a deal that flourishes—and one that falters.