SASU in Morocco: formation, advantages and differences vs SARLAU

What is a SASU in Morocco?

The SASU is a Société par Actions Simplifiée formed by a sole shareholder, whether a natural or legal person. Governed by Law 19-20 on the simplified joint-stock company, promulgated by Dahir No. 1-21-75, it constitutes a modern alternative to the SARLAU (single-shareholder SARL) for individual entrepreneurs.

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

SASU vs SARLAU comparison

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

Criterion	SASU (Law 19-20)	SARLAU (Law 5-96)
Minimum capital	Free (no minimum)	1 DH
Nature of securities	Shares	Company units (parts sociales)
Manager	President (natural or legal person)	Manager (natural person only)
Term of office	Free (set by the bylaws)	Free (set by the bylaws)
Sole shareholder decisions	Unilateral decisions	Unilateral decisions
Transfer of securities	Free (unless bylaw clause)	Mandatory approval for transfer to third parties
Statutory auditor (CAC)	Optional (unless thresholds exceeded)	Optional (unless thresholds exceeded)
Bylaws	In writing (private deed or notarial)	Private deed possible
Transformation	Easy conversion to multi-shareholder SAS	Conversion to multi-shareholder SARL

Common features

Both forms nevertheless share several characteristics:

• The liability of the sole shareholder is limited to their contributions;
• Decisions that normally fall within the competence of the general meeting are taken unilaterally by the sole shareholder and recorded in a register;
• The applicable tax regime is identical: corporate income tax (IS) under the ordinary schedule;
• Both forms are subject to the same obligations regarding the filing of annual accounts with the commercial court registry.

Procedure for creating a SASU

Creating a SASU in Morocco follows these steps:

1. Negative certificate

The first step is to obtain a negative certificate from OMPIC (Office Marocain de la Propriété Industrielle et Commerciale), attesting that the chosen company name is not already in use. This application can be made online via the OMPIC platform.

2. Drafting and signing the bylaws

The SASU bylaws must be established in writing (private deed or notarial act). They define in particular:

• The company name, corporate purpose, registered office, and duration of the company;
• The amount of share capital and the form of contributions;
• The powers of the president and the decision-making procedures;
• The conditions for transferring shares and any restrictive clauses;
• The rules for consulting the sole shareholder on important decisions.

3. Blocking the capital

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

4. Registration and administrative formalities

• Registration with the Commercial Register at the competent commercial court;
• Obtaining the Tax Identifier (IF) from the Direction Générale des Impôts;
• Affiliation with the CNSS (Caisse Nationale de Sécurité Sociale);
• Registration for professional tax with the local tax office;
• Publication in the Official Bulletin and in a Legal Notices Journal.

SASU governance

The president: the central body

The SASU is managed by a president, who may be a natural or legal person. This is a fundamental difference from the SARLAU, whose manager must necessarily be a natural person.

The president has the most extensive powers to act in all circumstances on behalf of the company, within the limits of the corporate purpose and of any powers attributed by the bylaws to other bodies. Vis-à-vis third parties, the president binds the company even for acts that exceed the corporate purpose, unless the third party was aware of the excess.

Statutory freedom

Law 19-20 enshrines broad statutory freedom for the organization of the SASU:

• No mandatory term of office: the duration of the president’s mandate is freely set by the bylaws;
• Optional bodies: the bylaws may provide for the creation of supervisory bodies or advisory committees, without any legal obligation;
• Remuneration arrangements: the president’s remuneration is determined by the decision of the sole shareholder, without any particular legal framework.

Sole shareholder decisions

Decisions that normally fall within the competence of the general meeting in a multi-shareholder SAS are taken unilaterally by the sole shareholder of the SASU. They are recorded in a register of decisions and cover in particular:

• Approval of the annual accounts and appropriation of the result;
• Appointment and removal of the president;
• Amendment of the 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

The SASU is subject to corporate income tax (IS) under the proportional schedule in force. The applicable rate depends on the net taxable profit realized. The minimum contribution is due even in the absence of profit, with a minimum of 3,000 DH for the first years of activity.

Withholding tax on dividends

Dividends distributed by the SASU to the sole shareholder who is a natural person are subject to withholding tax at the rate of 11.25% which is final in 2026 (10% as from 2027). For resident legal-person shareholders subject to corporate income tax, these dividends benefit from an exemption from withholding tax (100% allowance), upon presentation of a certificate of ownership of the securities.

VAT and other taxes

The SASU is subject to VAT under the ordinary regime, as well as to professional tax and communal services tax.

Advantages of the SASU

• Governance flexibility: statutory freedom to organize the company according to the project’s needs;
• Modern image: legal form associated with startups and innovative companies, particularly attractive within the framework of Casablanca Finance City;
• Ease of transfer: shares are freely transferable (unless otherwise stipulated), which facilitates the entry of investors;
• No minimum capital: allows creation of a company with capital adapted to the project, without legal constraint;
• Scalability: conversion to a multi-shareholder SAS by simple transfer or issuance of shares, without legal transformation;
• Legal-person president: allows a holding company to manage the SASU without an intermediary.

Disadvantages of the SASU

• Potentially higher formation cost: recourse to notarial bylaws, when chosen, generates additional fees compared with private-deed bylaws;
• Less well-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 filing obligations as any commercial company.

When to choose the SASU?

The SASU is particularly suited to the following situations:

• Startup creation: statutory flexibility facilitates fundraising and the subsequent entry of investors;
• Group subsidiary: a legal person (parent company) can be both sole shareholder and president of the SASU;
• Holding company: the SASU is an effective vehicle for structuring a group of companies;
• Foreign investor: free transferability of shares and flexible governance suit international investors, particularly within the CFC framework;
• High-growth-potential project: the SASU can evolve into a multi-shareholder SAS without costly transformation.

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

At LegalStation, we support entrepreneurs in choosing the legal form best suited to their project and handle company formation formalities from A to Z.

Frequently asked questions

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

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

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

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

Can a SARLAU be transformed into a SASU?

Yes, the transformation of a SARLAU into a SASU is legally possible. It requires the decision of the sole shareholder, the drafting of new bylaws in writing (private deed or notarial act), the appointment of a president (replacing the manager), and the completion of publicity and amendment formalities at the commercial register. This operation involves a cost (notary fees, registration duties, publication) but allows the company to benefit from the statutory flexibility of the SAS.