Dear Client,
It is our pleasure to share with you this reminder note relating to the legal obligations to approve the accounts for the past financial year and to file the summary statements of the said financial year for limited liability companies and public limited companies (“SA”) subject to Moroccan law.
1. APPROVAL AND FILING OF ACCOUNTS OF LIMITED LIABILITY COMPANIES IN MOROCCO
A. APPROVAL OF ACCOUNTS
Limited liability companies ("SARL") are required to approve the accounts for the past financial year in accordance with articles 70 and 76 of the law of Law 5-96, through the holding of an Ordinary General Meeting or through the decisions of the sole shareholder (regarding SARLs with sole shareholders) within a period of six (6) months at the latest, after the end of the said financial year.
Thus, if the financial year extends from January 1 to December 31, the Ordinary General Meeting, or the minutes of the Decisions of the Sole Shareholder to approve the accounts must be held no later than June 30 of the year following the end of the financial year.
B. FILING THE SUMMARY STATEMENTS RELATING TO THE ACCOUNTS FOR THE PAST YEAR WITH THE COURT
Article 95 of Law 5-96 provides that "commercial companies are required to file at the court registry, within thirty (30) days following their approval by the general meeting, two copies of the summary statements accompanied by two copies of the report of the statutory auditor(s), if applicable. Failing this, any interested party may request the president of the court, ruling in summary proceedings, to order the company, under penalty, to proceed with the said filing”.
Thus, SARLs, with one or more partners, have a period of 30 days to file with the court within the jurisdiction of the registered office, the documents mentioned in article 95 above accompanied by the minutes of the meeting of the General Assembly or Decisions of the Sole Shareholder.
Article 108 of Law 5-96 punishes with a fine of 10,000 to 50,000 dirhams the managers of SARLs who have not filed the summary statements and other documents mentioned above within the legal deadlines.
2. APPROVAL AND FILING OF ACCOUNTS OF LIMITED COMPANIES IN MOROCCO
A. APPROVAL OF ACCOUNTS
Article 115 of Law 17-95 on public limited companies ("SA") provides that the Ordinary General Meeting is held at least once a year within six months of the end of the financial year, subject to extension. of this period only once and for the same duration, by order of the president of the court ruling in summary proceedings, at the request of the board of directors or the supervisory board.
It appears from this article that public limited companies under Moroccan law are required to hold an Ordinary General Meeting in order to approve the accounts for the closed financial year within a period of six (6) months following this closing.
However, they may have an exceptional extension if they request it from the president of the court within the jurisdiction of the registered office for the holding of the Ordinary General Meeting to approve the accounts.
Article 388 of Law 17-95 punishes with a fine of 30,000 to 300,000 dirhams, the members of the administrative, management or management bodies of a public limited company who have not convened the ordinary general meeting. within six months of the end of the financial year or during the period of its extension or, who have not submitted the annual summary statements and the management report for the approval of the said meeting.
Article 386 of the same law punishes with a fine of 20,000 to 200,000 dirhams, the members of the administrative, management or management bodies of a public limited company who have not, for each financial year, drawn up the inventory, established summary statements and a management report.
A. FILING THE SUMMARY STATEMENTS RELATING TO THE ACCOUNTS FOR THE PAST FINANCIAL YEAR WITH THE CLERK OF THE TRIBUNAL
Article 158 of Law 17-95 provides that "two copies of the summary statements accompanied by a copy of the auditor(s) must be filed with the registry of the court within the jurisdiction of the registered office, within 2 months of from the date of their approval by the General Meeting.
The filing of the summary statements is accompanied by a copy of the minutes of the Ordinary General Meeting having approved the accounts for the closed financial year.
Failing this, any interested party may ask the president of the court, ruling in summary proceedings, to order the company, under penalty, to make the said deposit.
NAZALI TAX & LEGAL