The registered office is defined as the legal address of a company. This is the address registered in the latter's commercial register and within which the company is supposed to carry out its activity.
The registered office must appear in all the documents specific to the company:
- Invoices
- Contracts
- Couriers
The registered office of a company is fixed at its creation on the statutes of the latter. However, to register a head office, the company must have a right of use on this place:
- A title deed if the company owns its headquarters
- A commercial lease agreement if she is a tenant
- A sublease contract if she is a sub-tenant (with the landlord's agreement)
There is also in Morocco the possibility of domiciliating the head office of the company within a domiciliation agency.
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Transfer of head office to Morocco
The transfer of a company's registered office requires certain modifications to the articles of association.
The partners must first meet in a general meeting and decide on the change of the registered office under the majority conditions necessary for the change of the statutes.
The law nevertheless provides for a derogation from this obligation with the possibility of taking this decision by the management if:
- Provided by the statutes
- Transfer in the same city (or region under the jurisdiction of the same commercial court)
In this case, a ratification by the next general meeting is necessary.
Formalities for the transfer of the registered office of a company in Morocco
For there to be a transfer, the following steps must be followed:
- Bring together all the shareholders/partners in an extraordinary general meeting to decide on the transfer of address;
- Sign, legalize and register the PV
Minutes of this meeting;
- Ensure that the company has the right to use the new headquarters;
- Request a new business tax certificate (new address);
- Cancellation of the old business tax (old address);
- Make an amending declaration to the commercial register.
- Publicize the operation.
In the case where the transfer is made to a place under the jurisdiction of another commercial court, it is necessary:
- Deleting the old commercial register
- Create a new commercial register
Formalities for advertising the transfer of seat:
The transfer of headquarters is an operation that requires the formalities of publication. As required by Moroccan law, the publication steps are as follows:
- Filing of acts or documents at the registry of the court of the place of the seat.
- Publication of notices or announcements in a journal of legal notices.
- Publication of notice in the Official Bulletin.
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