Moroccan Investments Abroad: Ceilings (200 MDH/10 MDH), Regulations & Office des Changes Procedures

Moroccan Investments Abroad: A Strategic Overview

Morocco's international outreach extends beyond attracting foreign capital; an increasing number of Moroccan companies are venturing abroad. These foreign investments, whether for establishing subsidiaries, acquiring stakes, or forming strategic partnerships, are governed by strict exchange regulations. The Office des Changes' General Instruction on Exchange Operations (IGOC) 2026 provides a detailed framework for these activities, ensuring a controlled and sustainable international expansion.

Specifically, the IGOC 2026 outlines an annual ceiling of 200 million dirhams (MDH) for eligible legal entities (with 3 years of activity and accounts certified by an auditor). Labeled startups benefit from a more flexible regime, allowing them up to 10 MDH per year. The instruction also includes provisions regarding employee share ownership programs.

Eligibility Conditions for Legal Entities

To invest abroad, a Moroccan legal entity must meet three cumulative conditions:

• At least 3 years of effective activity: The company must have been operational for three closed fiscal years.
• Accounts certified by a statutory auditor (CAC): The last three fiscal years must have been certified without major reservations. For reliable certification and expert accounting services, iHub can assist.
• Demonstrate a link to the activity: The investment abroad must be related to the company's main activity or align with a coherent development strategy. Developing a robust Business Plan and Pitch Deck can help clarify this strategic link.

These conditions ensure that only financially sound and structured companies can access the international market, fostering responsible growth.

Authorized Investment Types

The IGOC 2026 authorizes the following forms of foreign investment:

• Capital contributions, including share premiums, for the creation or participation in the capital of foreign companies.
• Loans and shareholder current account advances (CCA) to majority-owned foreign subsidiaries.
• Acquisition of stakes in existing foreign companies.

For businesses looking to establish a legal structure for a startup abroad, understanding these types is crucial.

Ceilings and Office des Changes Authorizations

200 MDH Annual Ceiling

Eligible Moroccan legal entities can invest abroad up to 200 million dirhams (MDH) per fiscal year, without prior authorization from the Office des Changes. This ceiling applies per investor and per calendar year, covering all investments.

Beyond 200 MDH: Office des Changes Authorization Required

For investments exceeding the 200 MDH ceiling, prior authorization from the Office des Changes is mandatory. The Office may authorize the transfer of up to 50% of the requested amount beyond the ceiling, subject to dossier review and the company's financial robustness. The application dossier typically includes:

• An outline of the investment strategy.
• Certified accounts for the last three fiscal years.
• The auditor's report.
• The projected investment's business plan.

Repatriation Obligation and Reinvestment

Principle of Repatriation

Moroccan investors abroad are subject to an obligation to repatriate income from their investments (dividends, interest, management fees) as well as proceeds from sale or liquidation. Repatriation must occur within 30 days from the date of receipt or availability of funds abroad.

Authorized Reinvestment

The IGOC 2026 allows for the reinvestment abroad of income and sale proceeds, without prior repatriation, provided that the reinvested amount remains within the annual 200 MDH ceiling. The reinvestment must be declared to the authorized intermediary bank within one month of the operation.

Derogatory Regime for ADD-Labeled Startups

Facilitated Access to International Markets

The IGOC 2026 introduces a derogatory regime for startups labeled by the Digital Development Agency (ADD). These companies benefit from eased conditions:

• An annual ceiling of 10 MDH for foreign investments.
• Exemption from the 3-year activity condition and auditor certification.
• Possibility to create foreign entities (subsidiaries, representative offices) to support their international development.

This regime acknowledges the specific needs of Moroccan technology startups for rapid international presence to capture markets, while maintaining prudent oversight via the 10 MDH ceiling.

Individuals: Employee Share Ownership Programs

Stock Options and Free Share Grants

Individuals residing in Morocco can participate in employee share ownership programs established by international groups. The IGOC 2026 authorizes:

• The transfer abroad of an amount capped at 10% of net salary for the acquisition of shares in the foreign parent company.
• The exercise of stock options granted under the employment contract.
• Subscription to free share grant (AGA) plans offered by the group.

Supporting documents include the employment contract, the employee share ownership plan, and pay slips attesting to the net salary.

Essential Documentary Obligations

For each foreign investment operation, the authorized intermediary bank requires:

• Certified accounts for the last three fiscal years (except for ADD startups). Leveraging iHub's expertise in accounting ensures these documents are compliant.
• The auditor's report.
• Proof of the link to the company's activity.
• Justification of prior income repatriation.
• The investment declaration to the Office des Changes for operations requiring authorization.

All these documents are kept by the bank for five years and made available to the Office des Changes. Failure to repatriate funds within the 30-day period constitutes an infraction to exchange regulations, punishable by administrative and financial sanctions from the Office des Changes. Establishing rigorous monitoring of flows is therefore essential.

Understanding and complying with these regulations is vital for Moroccan companies and startups aiming for global expansion. iHub is here to guide you through these complex procedures, ensuring your international ventures are seamless and compliant.