Ultimate Due Diligence Checklist for Moroccan Leasehold Property: Legal & Tax Insights

Leasehold property deals in Morocco are never just about the real estate. Behind every transaction lies a web of legal, tax, payroll, and employee considerations—especially if you’re acquiring a property as part of a business expansion or foreign investment. 

In this guide, we break down the due diligence checklist for leasehold property in Morocco, focusing on the key areas your accounting and advisory firm should lead: legal structure, tax exposure, payroll obligations, and HR compliance. 

Why Financial & Legal Due Diligence Matters

Leasehold property investments often involve operating businesses, such as: 

• Hotels, riads, or resorts 
• Restaurants or coworking spaces 
• Agricultural or commercial operations 

If the leasehold includes an ongoing business or team of employees, you’re not just acquiring space—you’re taking on legal risks, tax liabilities, and HR responsibilities. 

1. Verify Legal Ownership & Lease Structure 

Every leasehold deal in Morocco must begin with clear title verification, but your firm should go a step further: 

What to Check: 

• Is the lease registered in the Land Registry (Conservation Foncière)? 
• Who legally owns the lease? A company? An individual? 
• Is the lessor authorized to assign or sublease? 
• What is the remaining lease term, and are there renewal rights?

2. Corporate Legal Due Diligence 

If the property is held by a company (S.A.R.L., S.A., etc.), you need to review its corporate records. 

Checklist for Corporate Review: 

• Trade registry certificate (Registre de Commerce) 
• Company statutes (statuts) 
• Shareholder structure 
• Board decisions authorizing the lease transfer 
• UBO (Ultimate Beneficial Owner) disclosure 
• Is the company under any litigation or insolvency? 

3. Tax Due Diligence: Real Estate & Corporate

Tax review is not optional—it’s one of the most overlooked areas in leasehold due diligence.

Taxes to Assess: 

• Lease registration tax (~5% of lease value) 
• Annual rental income taxes (if subleasing) 
• Corporate tax (IS) on any operating income 
• VAT exposure (especially for commercial property) 

Unpaid back taxes or audit risk 

If a company holds the lease, review its fiscal history, unpaid tax bills, and whether it benefits from tax exemptions (e.g., investment zones). 

4. Payroll & Employee Liabilities 

When acquiring leasehold property with an operational business, you inherit more than the real estate—you inherit its staff and their legal protections. 

What to Check: 

• Active employment contracts (CDI, CDD) 
• CNSS (Social Security) registration status
• Payroll taxes: CNSS, AMO, CIMR, income tax 
• Severance or end-of-service obligations 
• Union affiliations or pending labor disputes 
• Employee insurance and retirement coverage 

You must verify: 

• Are all employees declared properly? 
• Are salaries compliant with Moroccan minimum wage and working hours? Are there hidden liabilities like unpaid bonuses or overtime? 
• Morocco CNSS Overview 

5. Hidden Costs & Financial Red Flags 

• Beyond taxes and payroll, be sure to uncover any financial liabilities, including: 
• Supplier or contractor debts 
• Unpaid utility bills (often tied to property) 
• Lease payment arrears 
• Pending lawsuits or fines 
• Your accounting team should provide a financial health report before the deal closes. 

6. Company Setup & Cross-Border Structuring 

If your client is a foreign investor, guide them through optimal corporate structuring for holding leasehold property: 

Options: 

• Incorporate a Moroccan S.A.R.L. to hold the lease 
• Use a foreign entity with Moroccan branch 
• Apply for investment certificates to enable land leasing in restricted sectors (e.g., agriculture) 
• Plan for profit repatriation and tax treaties

This is where your firm shines: cross-border tax planning, entity setup, and local compliance. 

7. Sample Leasehold Due Diligence Checklist (For Accounting Firms) 

Area	What to Review	Documents/Tools
Leasehold Title	Ownership, registration, term	Lease contract, Land Registry  extract
Corporate Entity	Shareholders, registry, liabilities	Statuts, R.C., legal history
Tax Exposure	Registration tax, VAT, unpaid tax	Tax returns, tax clearance
Payroll & HR	Staff list, CNSS, contracts	Payroll files, CNSS status
Financial Risks	Unpaid bills, suppliers, fines	Balance sheet, bank statements
Legal Liabilities	Pending disputes, labor claims,  inspections	Court records, HR files
Structuring  Advice	Optimal entity, cross-border  compliance	Legal + tax structuring plan

FAQs (for Your Clients) 

Q: Can a foreigner lease and operate property in Morocco? 

Yes. Foreigners can lease property (even long-term) and operate businesses in most sectors. However, agricultural land leasing requires special permissions. 

Q: Do leasehold acquisitions trigger tax? 

Yes. A lease transfer is subject to registration tax (~5%), and any income from that lease is taxable under Moroccan tax laws. 

Q: What payroll taxes should I expect as an employer? 

• CNSS (Social security) 
• AMO (Health) 
• CIMR (Retirement, optional) 
• Income tax (IR) withholding 

Total payroll tax burden can exceed 25–30% of gross salary.

Q: What happens if the previous owner didn’t declare employees?

The new lessee may become liable. That’s why payroll due diligence is essential. 

Why Partner with Our Firm? 

At our firm, we specialize in helping local and international clients navigate: 

• Leasehold property transactions 
• Tax & legal compliance 
• Payroll processing and labor law 
• Company incorporation and structuring

Let our expert team handle the numbers, legal review, and employee checks, so you can focus on growing your investment with confidence.