SASU in Morocco: Complete Guide to Creation, Benefits, and Differences with SARLAU – iHub

Understanding SASU in Morocco: Creation, Advantages, and Differences with SARLAU

The SASU (Simplified Joint Stock Company with a Single Shareholder) is the sole shareholder form of the SAS (Simplified Joint Stock Company), introduced in Morocco by Law 19-20. Unlike the SARLAU, SASU offers flexible capital (no legal minimum), a governance structure defined by its bylaws, and free transfer of shares without mandatory approval clauses. It is the preferred legal form for startups, group subsidiaries, and foreign investors wishing to establish themselves in Morocco.

What is an SASU in Morocco?

The SASU is a Simplified Joint Stock Company formed by a single shareholder, who can be either an individual or a legal entity. Governed by Law 19-20 relating to simplified joint-stock companies, promulgated by Dahir n° 1-21-75, it represents a modern alternative to the SARLAU (Single-Shareholder Limited Liability Company) for individual entrepreneurs.

SASU benefits from the contractual freedom that characterizes the SAS: the bylaws freely determine the rules for the company's organization and operation, in compliance with the mandatory provisions of the law. This statutory flexibility makes the SASU a particularly attractive legal vehicle for entrepreneurial projects requiring adaptability and scalability.

SASU vs. SARLAU: A Detailed Comparison

The choice between SASU and SARLAU depends on several criteria. Here is a detailed comparison of the two legal forms:

Common Points

Both forms share several characteristics:

• The liability of the single shareholder is limited to their contributions;
• Decisions normally made by the general assembly are taken unilaterally by the single shareholder and recorded in a register;
• The applicable tax regime is identical: Corporate Tax (IS) according to the common scale;
• Both forms are subject to the same obligations regarding the filing of annual accounts with the commercial court registry.

Procedure for Establishing an SASU

Establishing an SASU in Morocco follows these steps:

1. Negative Certificate

The first step is to obtain a negative certificate from the OMPIC (Moroccan Office of Industrial and Commercial Property), confirming that the chosen company name is not already in use. This request can be made online via the OMPIC platform.

2. Drafting and Signing of Bylaws

The SASU bylaws must be drawn up in writing (private deed or notarized act). They define, among other things:

• The company name, purpose, registered office, and duration;
• The amount of share capital and the form of contributions;
• The powers of the president and the decision-making procedures;
• Conditions for share transfer and any restrictive clauses;
• Rules for consulting the single shareholder on important decisions.

For expert assistance in drafting and finalizing your company's bylaws, consider our Statutory Amendments service.

3. Capital Deposit

The share capital must be deposited into a blocked bank account in the name of the company under formation. The blocking certificate is issued by the bank and will be necessary for registration in the commercial register.

4. Registration and Administrative Formalities

This includes:

• Registration in the Commercial Register with the competent commercial court;
• Obtaining the Tax Identifier (IF) from the General Directorate of Taxes;
• Affiliation with the CNSS (National Social Security Fund);
• Registration for professional tax with the local tax service;
• Publication in the Official Bulletin and a Journal of Legal Announcements.

Our comprehensive service for company formation ensures all these steps are handled efficiently.

SASU Governance

The President: Central Organ

The SASU is managed by a president, who can be an individual or a legal entity. This is a fundamental difference from the SARLAU, whose manager must be an individual.

The president has the broadest powers to act on behalf of the company in all circumstances, within the limits of the corporate purpose and powers potentially granted by the bylaws to other bodies. Towards third parties, the president binds the company even for acts beyond its corporate purpose, unless the third party was aware of the vượt quá.

Statutory Freedom

Law 19-20 grants great statutory freedom for the organization of the SASU:

• No imposed term of office: the president's term of office is freely set by the bylaws;
• Optional bodies: the bylaws may provide for the creation of control bodies or advisory committees, without legal obligation;
• Remuneration terms: the president's remuneration is determined by the single shareholder's decision, without particular legal framework.

Single Shareholder Decisions

Decisions that would normally fall under the general assembly in a multi-shareholder SAS are taken unilaterally by the SASU's single shareholder. They are recorded in a decisions register and include, in particular:

• Approval of annual accounts and appropriation of results;
• Appointment and removal of the president;
• Amendment of bylaws;
• Increase or reduction of capital.

SASU Taxation

The SASU is subject to the same tax regime as any capital company in Morocco:

Corporate Income Tax (IS)

The SASU is subject to Corporate Income Tax (IS) according to the proportional scale in force. The applicable rate depends on the net taxable profit achieved. The minimum contribution is due even in the absence of profit, with a minimum of 3,000 MAD for the first years of activity.

Withholding Tax on Dividends

Dividends distributed by the SASU to the single shareholder (individual) are subject to a withholding tax at a rate of 11.25% (final tax) in 2026 (10% from 2027). For resident corporate shareholders subject to IS, these dividends benefit from a withholding tax exemption (100% abatement), upon presentation of a certificate of ownership of the shares.

VAT and Other Taxes

The SASU is subject to VAT according to the common law regime, as well as professional tax and municipal services tax.

Advantages of SASU

• Governance Flexibility: Statutory freedom to organize the company according to project needs.
• Modern Image: A legal form associated with startups and innovative companies, particularly attractive in the context of Casablanca Finance City.
• Ease of Transfer: Shares are freely transferable (unless otherwise stated in the bylaws), which facilitates the entry of investors.
• No Minimum Capital: Allows the creation of a company with capital adapted to the project, without legal constraints.
• Scalability: Transition to multi-shareholder SAS by simple transfer or issuance of shares, without legal transformation.
• Legal Entity President: Allows a holding company to manage the SASU without an intermediary.

Disadvantages of SASU

• Potentially Higher Creation Cost: The use of notarized bylaws, when chosen, incurs additional costs compared to private deed bylaws.
• Less Known Form: As the SAS is relatively recent in Morocco, some commercial or banking partners may be less familiar with this legal form.
• Identical Accounting Obligations: Despite governance flexibility, the SASU remains subject to the same accounting and declarative obligations as any commercial company. For seamless compliance, consider professional accounting services.

When to Choose SASU?

The SASU is particularly suitable in the following situations:

• Startup Creation: Statutory flexibility facilitates fundraising and the future entry of investors.
• Subsidiary of a Group: A legal entity (parent company) can be the single shareholder and president of the SASU.
• Holding Company: The SASU is an effective vehicle for structuring a group of companies.
• Foreign Investor: The free transferability of shares and flexible governance suit international investors, especially within the framework of CFC.
• High Growth Potential Project: The SASU can evolve into a multi-shareholder SAS without costly transformation.

For more traditional projects (local commerce, traditional service provision), the SARL or SARLAU often remains the most pragmatic choice due to its lower setup cost and its familiarity among commercial partners.

Does SASU really exist in Morocco or is it only a French form?

Yes, SASU does exist in Morocco since the adoption of Law 19-20 relating to the SAS. This law, published in the Official Bulletin in 2021, allows for the creation of single-shareholder (SASU) and multi-shareholder SAS companies. It is a distinct legal form from the French SASU, although both share similar principles of statutory flexibility.

What is the minimum capital to create an SASU in Morocco?

Law 19-20 sets no minimum capital for the SAS (and therefore the SASU). The single shareholder is free to set the amount of share capital deemed appropriate for their project. In practice, it is recommended to provide sufficient capital to cover startup needs and inspire confidence in commercial and financial partners.

Can a SARLAU be transformed into an SASU?

Yes, the transformation of a SARLAU into an SASU is legally possible. It requires the decision of the single shareholder, the drafting of new bylaws in writing (private deed or notarized act), the appointment of a president (replacing the manager), and the completion of publication and modification formalities in the commercial register. This operation involves costs (notary fees, registration fees, publication) but allows benefiting from the statutory flexibility of the SAS.

At iHub, our team of experts assists entrepreneurs in choosing the legal form best suited to their project and ensures all company formation formalities from A to Z. We also provide dedicated legal counsel to navigate any complex situation and support your business growth.