Statutory Audit in Morocco: SARL & SA Rules (2026 Guide)

A statutory audit in Morocco is a legal obligation, not a business choice, for a specific set of companies — and many foreign-owned SARLs cross the trigger threshold without realizing it until a bank, investor, or tax inspector asks for audited accounts. This guide explains exactly which companies must appoint a” commissaire aux comptes” (statutory auditor), the MAD 50 million revenue threshold that catches growing SARLs, and the fines managers face for ignoring the rule. It’s written for foreign investors and finance leads running an SA or SARL in Morocco who need a clear, sourced answer — not a guess.

TL;DR — Key Takeaways

• Sociétés anonymes (SA) must appoint a statutory auditor from day one, regardless of size, under Article 159 of Loi n° 17-95.
• SARLs only need one once revenue (excluding tax) exceeds MAD 50 million in a fiscal year, under Article 80 of Loi n° 5-96.
• Shareholders holding at least 25% of SARL capital can ask a court to appoint an auditor even below that threshold.
• Failing to appoint a required auditor exposes managers to fines of MAD 6,000 to 30,000 (Articles 403-405) and, in serious cases, a criminal fine of up to MAD 200,000 (Article 386 of Loi n° 17-95).
• A statutory auditor’s mandate runs for three fiscal years and must be a member of the Ordre des Experts-Comptables du Royaume du Maroc (OEC-Morocco).

What Is a Statutory Audit in Morocco?

A statutory audit (commissariat aux comptes) is a legally mandated, independent review of a company’s annual accounts performed by an auditor certified by Morocco’s Ordre des Experts-Comptables (OEC), required by law for certain company types and turnover levels rather than requested voluntarily by shareholders or lenders.

This is different from a general accounting engagement or a one-off due diligence review. A statutory auditor has a permanent legal mandate, reports directly to shareholders at the general assembly, and can trigger legal consequences for company managers if the company fails to appoint one when required.

Who Must Appoint a Statutory Auditor: SA vs. SARL

The obligation depends entirely on the legal form of the company. Morocco treats sociétés anonymes and SARLs very differently on this point, and the gap trips up a lot of foreign investors who assume the rules are the same.

Company type	Statutory audit required?	Trigger	Legal basis
Société Anonyme (SA)	Always, from incorporation	None — mandatory regardless of size or turnover	Article 159, Loi n° 17-95
SARL	Only above the threshold	Revenue excluding tax exceeds MAD 50 million in a fiscal year	Article 80, Loi n° 5-96
SARL below threshold	Not automatically, but can be forced	Shareholders holding ≥25% of capital petition the court	Loi n° 5-96

Table: statutory audit triggers by Moroccan company type, with the specific law article each rule comes from.

This matters directly for foreign investors deciding on a legal structure: an SA carries an audit obligation baked in from day one, while a SARL can operate audit-free for years — until growth pushes it past MAD 50 million in annual revenue.

The MAD 50 Million SARL Threshold Explained

Under Article 80 of Loi n° 5-96, a SARL must designate at least one commissaire aux comptes once its revenue, excluding tax, exceeds MAD 50 million at the close of a fiscal year. The threshold is assessed at each year-end, not as a one-time test at incorporation — a SARL that grows past MAD 50 million in year four becomes subject to the obligation starting that year, even if it was exempt in years one through three.

The threshold applies even without a shareholder request. Once a SARL crosses it, appointing an auditor becomes a legal duty of the management, not a discretionary decision.

There’s also a minority-protection mechanism: shareholders representing at least a quarter of the company’s capital can petition the court president, ruling on an emergency basis, to appoint an auditor even when the SARL sits below the MAD 50 million threshold. This gives minority investors a legal path to independent financial oversight without needing majority-shareholder consent.

Legal Basis: Loi 17-95, Loi 5-96, and the OEC

Three legal sources govern statutory audits in Morocco, and citing the right one matters when a bank, investor, or regulator asks for documentation.

• Loi n° 17-95 relative aux sociétés anonymes, published via the Autorité Marocaine du Marché des Capitaux (AMMC), governs SA audit obligations. Article 159 requires appointment of at least one commissaire aux comptes; Article 160 requires the auditor to be a certified member of the OEC-Morocco.
• Loi n° 5-96 relative aux autres formes de sociétés (SARL, SNC, SCS, SCA) sets the MAD 50 million SARL threshold in Article 80.
• Loi n° 15-89 (enacted by Dahir n° 1-92-139 of 14 Rejab 1413, corresponding to 1993) governs the accounting profession and established the Ordre des Experts-Comptables du Royaume du Maroc , the body that certifies and disciplines statutory auditors.

An auditor certified by the OEC-Morocco is bound by the order’s independence and incompatibility standard: a chartered accountant must decline an audit mandate if they cannot maintain independence — including cases where they provided advisory services to the same company during the two preceding financial years.

How to Appoint a Commissaire aux Comptes

Appointing a statutory auditor follows a fixed procedure under Loi n° 17-95. Here’s the process for an SA (SARLs above the threshold follow the equivalent steps under Loi n° 5-96):

1. Confirm the obligation applies — check company type (SA) or, for a SARL, compare prior-year revenue excluding tax against the MAD 50 million threshold.
2. Verify OEC-Morocco membership — the candidate auditor must be a certified member of the Ordre des Experts-Comptables du Royaume du Maroc under Article 160 of Loi n° 17-95.
3. Check independence — confirm the auditor has not provided advisory services to the company in the two preceding financial years.
4. Appoint via the general assembly — for a newly incorporated SA, initial auditors can be named in the bylaws or a separate document signed under the same conditions; afterward, appointment is made by the ordinary general assembly of shareholders.
5. Set the mandate at three fiscal years — under Article 159, the auditor’s term runs for three fiscal years, ending at the general assembly that reviews the third year’s accounts.
6. File and notify — record the appointment in the company’s legal registers and notify the auditor in writing so they can begin attending required assemblies.
7. Renew or replace at term end — shareholders must vote to reappoint the same auditor or designate a replacement before the mandate lapses.

Penalties for Non-Compliance

Skipping a required statutory audit carries real financial and legal exposure for company managers, not just a compliance flag.

• Civil fines: Articles 403 to 405 of Loi n° 17-95 impose fines of MAD 6,000 to 30,000 on managers who fail to bring about the appointment of an auditor or who fail to convene the auditor to required assemblies.
• Criminal fines: Article 386 of Loi n° 17-95 provides for a criminal fine of up to MAD 200,000 against managers in more serious cases.
• Court-ordered appointment: any shareholder can ask the court to appoint an auditor if the company fails to do so, at the company’s expense.

These penalties apply to the managers personally, which is why the appointment obligation is typically tracked as a governance item, not left to be discovered during a later financing round or acquisition due diligence process.

Statutory Audit vs. Voluntary Audit

A voluntary (or contractual) audit is an independent financial review a company chooses to commission — from a lender covenant, an investor requirement, or internal governance policy — even when no law requires it. The key difference from a statutory audit is the source of the obligation: legal duty versus business decision.

Many SARLs below the MAD 50 million threshold still commission a voluntary audit because a foreign parent company, a bank extending credit, or a prospective buyer during an acquisition process wants audited accounts as a condition of the relationship. The audit itself can look similar in scope, but only a statutory auditor holds the ongoing legal mandate, attends general assemblies as of right, and reports irregularities to the public prosecutor if required.

Checklist: Do I Need a Statutory Auditor?

Use this quick checklist to determine your obligation status:

• Is the company a société anonyme (SA)? → Statutory audit required, no exceptions.
• Is the company a SARL with prior-year revenue (excluding tax) above MAD 50 million? → Statutory audit required.
• Is the company a SARL below MAD 50 million, but shareholders holding ≥25% of capital want independent oversight? → Court-ordered auditor possible.
• Does a lender, foreign parent, or investor require audited accounts as a contractual condition? → Voluntary audit recommended even if not legally required.
• Has the current auditor’s three-year mandate (Article 159) expired? → Reappointment or replacement vote needed before the next general assembly.

Conclusion

Whether your company needs a statutory audit in Morocco comes down to two questions: is it a société anonyme, and if it’s a SARL, has revenue crossed MAD 50 million? Get either answer wrong and you’re exposed to manager-level fines under Loi n° 17-95, not just a paperwork gap. If you’re a foreign investor structuring a new entity or a finance lead watching a SARL approach the threshold, the next step is a formal audit-obligation review before your next fiscal year-end — not after a bank or acquirer asks for one.