Ultimate Due Diligence Checklist for Human Resources in Morocco

When companies consider mergers, acquisitions, or joint ventures in Morocco, their first instinct is often to check financial records and legal registrations. While those are essential, one area is often underestimated: human resources due diligence. Employees are the backbone of any company, and overlooking HR compliance can expose investors to hidden risks—unpaid social security contributions, undeclared workers, wrongful dismissal claims, or labor law breaches. 

A human resources due diligence checklist in Morocco is therefore indispensable. It ensures that before you invest, acquire, or partner with a company, you have a full picture of its employment practices, payroll compliance, and employee-related liabilities. Morocco’s labor laws are specific, its payroll taxes strict, and its CNSS (Caisse Nationale de Sécurité Sociale) rules tightly monitored. 

This article provides a comprehensive HR due diligence checklist in Morocco, enriched with practical insights, examples, and best practices so you can navigate confidently. 

The Moroccan HR Landscape 

1. The Role of Employment in Moroccan Business 

Morocco’s workforce is young, dynamic, and increasingly skilled. Yet, formal employment is still governed by a labor code that is very protective of employees. Employers must strictly adhere to rules on contracts, working hours, termination, and compensation. Non-compliance can lead to disputes before labor courts, which often favor employees. 

2. Payroll & CNSS Compliance 

Every employer in Morocco must register employees with CNSS, Morocco’s national social security system. This covers pensions, health insurance, family allowances, and maternity benefits. Contributions are mandatory and calculated on declared salaries. Many companies try to reduce their contributions by underreporting salaries or not declaring all workers—an immediate red flag for investors. 

3. Cultural & Legal Context 

Most HR documents are drafted in French or Arabic, and Moroccan courts require them in these languages. Employment contracts must be signed in written form, especially for fixed term employees. Unlike in some countries where informal contracts are tolerated, Moroccan labor inspectors take contract compliance very seriously.

Step-by-Step Human Resources Due Diligence Checklist in Morocco 

Now let’s break down the practical checklist you should follow. 

1. Employee Contracts & Records 

• Collect all employment contracts (permanent, fixed-term, part-time, interns). Verify compliance with the Moroccan Labor Code regarding probation periods, working hours, and termination clauses. 
• Ensure contracts are bilingual (French/Arabic) and legally signed. 
• Check for irregular or “verbal contracts” (common in small firms but legally risky). 

Pro Tip: If contracts are missing or unsigned, the law presumes the employee is on an open ended (CDI) contract with full protection. 

2. Payroll & Compensation 

• Review payroll reports for the last 24 months. 
• Compare declared salaries with actual bank transfers. 
• Check compliance with SMIG/SMAG (minimum wage levels). 
• Verify overtime calculations, bonuses, and benefits. 

Example: A company may declare an employee at 4,000 MAD/month to CNSS, while actually paying them 7,000 MAD. This exposes the buyer to retroactive CNSS adjustments and penalties. 

3. CNSS & Social Security 

• Confirm the company’s registration with CNSS. 
• Review CNSS contribution history. 
• Request CNSS clearance certificates (attestation de régularité). 
• Check employee coverage for pensions, health, and family allowances.

Pro Tip: Always request CNSS documents directly from CNSS, not only from the company—it avoids manipulation. 

4. Tax Compliance 

• Verify Personal Income Tax (PIT) IR (Impôt sur le Revenu) declarations for all employees. Ensure payroll taxes were paid monthly. 
• Request tax clearance certificates from the Moroccan tax authority. Identify any ongoing tax  audits concerning payroll. 

5. Employee Rights & Labor Law 

• Check leave records: paid leave, maternity leave, sick leave. 
• Review disciplinary actions and terminations. 
• Ensure health & safety compliance at the workplace. 
• Identify any disputes with labor inspectors or unions. 

Example: Wrongful dismissal claims are common in Morocco. If an employee was terminated without following the required legal procedure, the acquiring company may inherit compensation obligations. 

6. HR Policies & Company Culture 

• Review employee handbooks and internal regulations. 
• Assess policies on training, promotions, and disciplinary measures. 
• Examine employee turnover rates and satisfaction. 
• Check for cultural fit between the target company and your own.

Case Studies & Practical Examples 

Case Study 1: Hidden CNSS Liabilities 

A European company acquired a Moroccan SME and discovered that nearly half of the employees were not registered with CNSS. This resulted in a retroactive claim of contributions plus penalties, reducing the acquisition value significantly. 

Case Study 2: Payroll Underreporting 

An investor found that while contracts stated salaries of 3,500 MAD/month, employees were receiving 6,000 MAD in reality. This gap led to employee claims for higher CNSS benefits and back payments. 

Common Red Flags in HR Due Diligence 

• Undeclared employees working without contracts. 
• Underreported salaries to reduce CNSS contributions. 
• Delayed CNSS payments leading to penalties. 
• Improper dismissals creating legal exposure. 
• Fake contracts signed retroactively to cover past irregularities. 

Best Practices for Investors & HR Professionals 

• 1. Always request certificates directly from authorities (CNSS, tax office). 2. Hire bilingual HR auditors who understand Moroccan law. 
• 3. Cross-check payroll, CNSS, and tax data for consistency. 
• 4. Use employee interviews to detect undeclared practices. 
• 5. Include warranties in contracts to protect against undisclosed liabilities.

FAQs 

1. Is HR due diligence mandatory in Morocco? 

Not by law, but it is critical before any acquisition, merger, or JV. 

2. How far back should HR records be checked? 

At least 24 months, ideally 4 years, to match tax and CNSS audit periods. 

3. What’s the biggest HR risk in Morocco? 

Undeclared employees and CNSS non-compliance. 

4. Can foreigners directly audit HR files? 

Yes, but local advisors are recommended for language and legal accuracy. 

Conclusion 

A human resources due diligence checklist in Morocco is not just about compliance—it’s about protecting your investment and ensuring smooth operations. By thoroughly reviewing contracts, payroll, CNSS, and HR culture, investors can avoid hidden liabilities and build trust with employees.