Due Diligence Checklist for Joint Venture in Morocco

If you’re considering a joint venture in Morocco, the first—and most critical—step is a complete due diligence checklist. Whether your partner is a local Moroccan company or another foreign investor, legal and financial risks are high if due diligence is skipped. Moroccan business law, tax rules, and labor compliance require foreign and local partners to verify each other before signing a JV agreement. 

This guide provides a step-by-step due diligence checklist for joint ventures in Morocco, aligned with the latest commercial, tax, and labor regulations, so you can protect your investment. 

Why Due Diligence is Essential for Joint Ventures in Morocco 

• Legal protection: Verifies your partner’s registration and compliance with Moroccan law.
• Financial safety: Ensures there are no hidden debts, unpaid taxes, or CNSS liabilities.
• Operational clarity: Confirms real ownership, contracts, and employee obligations.
• Trust building: A transparent checklist reduces risk of disputes and builds credibility. 

Joint Venture Due Diligence Checklist in Morocco

1. Legal & Corporate Review 

• RC (Registre de Commerce) extract from OMPIC. 
• ICE (Identifiant Commun de l’Entreprise). 
• Statutes and by-laws (updated version with all modifications). 
• Minutes of shareholder meetings (PV AGO/AGE). 
• Proof of beneficial ownership (UBO declaration). 

2. Financial Review 

• Tax identification (IF) and recent tax clearance certificates. 
• Balance sheets and audited accounts (last 3 years if available). 
• Bank statements and loan agreements. 
• Status of VAT, IS, and IR declarations with the tax authority.

3. Employment & Payroll 

• CNSS registration and payment history. 
• List of employees with contracts, salaries, and benefits. 
• Pending disputes with staff or unions. 

4. Assets & Contracts 

• Review of leases, property ownership titles, or concessions. 
• Major supplier and client contracts. 
• Intellectual property: trademarks registered at OMPIC. 
• Pending litigation or arbitration files. 

5. Regulatory & Sector-Specific Checks 

Compliance with sector licenses (banking, tourism, real estate, industry, etc.). Environmental and safety compliance (Law 12-03 for EIAs, if applicable). Any subsidies or incentives under the Moroccan Investment Charter (Law 18-95). 

6. Cultural & Strategic Fit 

• Partner’s reputation and track record in Morocco. 
• Business culture alignment (decision-making, governance, dispute resolution). Exit clauses and buy-out options in the JV agreement. 

Best Practices Before Signing a Joint Venture in Morocco 

• Always notarize contracts in French or Arabic. English versions are accepted only as translations. 
• Use arbitration clauses (often in Casablanca or Paris) to avoid long litigation. Include tax & payroll guarantees in the JV contract to protect against hidden liabilities. Hire a local due diligence advisor who understands Moroccan law and business culture.

FAQs 

1. Can a foreign company directly enter a joint venture in Morocco? 

Yes. Morocco allows foreign participation in joint ventures, but the partner must comply with Moroccan company law and be registered with OMPIC. 

2. What taxes should I check before signing? 

Corporate tax (IS), Value-Added Tax (VAT), income tax IR (IPersonal Income Tax), and social  security contributions (CNSS). 

3. Do I need a Moroccan lawyer or accountant for a JV? 

Absolutely. Local advisors ensure compliance with corporate, labor, and tax laws, and help avoid  legal disputes later. 

Final Thoughts 

A due diligence checklist for joint ventures in Morocco is your shield against financial losses and legal disputes. By verifying legal status, finances, contracts, and employment obligations, you safeguard your investment and secure a sustainable partnership.