Different forms of companies can be incorporated under Moroccan law such as partnership companies (société en nom collectif), limited partnership companies (société en commandite simple), limited liability companies, and joint stock companies – either with a board of directors or a supervisory board.

The two main types of companies commonly formed and used in Morocco are:

• the limited liability company (société à responsabilité limitée – LLC) ; and
• the joint-stock company (société anonyme – JSC).

With the adoption of a new form of company in July 2021, the simplified joint stock company (société par actions simplifiée – SJSC), more and more shareholders have decided to incorporate their company in the form of a SJSC.

All of the above-mentioned companies, once duly incorporated and registered within the competent authorities, will acquire legal personality.

The most used vehicles in Morocco by foreign investors are:

• LLCs, mostly used for small and medium-sized enterprises as well as family-owned companies (the capital of which is not intended to be publicly held); and
• JSCs, mostly used for companies of a considerable size with numerous shareholders.

It should be noted the management of an LLC is not as constraining and costly as that of a JSC. Indeed, the entire management of an LLC can be handled by one or more general managers having full power and authority to engage the company. In addition, unlike the LLC, the legal framework applicable to a JSC is exhaustive. A JSC is a form advisable for companies that contemplate having numerous shareholders and/or entering into projects of substantial size.

Furthermore, as part of the modernisation and improvement of the Moroccan legal arsenal in corporate law, Law No 19-20 (dated 22 July 2021 and amending Law No 17-95 on JSCs and Law No 5-96 on LLCs) introduced SJSCs, as discussed in 1.1 Types of Company.

This form of company is also attractive for foreign investors, particularly considering that one of the advantages of SJSCs is the flexibility of the legal framework regarding its incorporation, operations and management rules, which are established by the shareholder(s). In fact, SJSCs are mainly governed by the terms and conditions established in the articles of association, which, as such, need to be drafted carefully (especially regarding the management, governance and general meetings rules).

LLCs

LLCs can only issue ordinary shares of equal nominal value. An LLC cannot issue different classes of shares. The nominal value of the shares is freely established by the shareholders in the articles of association.

Ordinary shares grant to the shareholders voting rights and financial rights. The higher the percentage of shares owned by a shareholder in a company, the stronger the position of said shareholder with regard to the decisions related to the management of the company without the need to resort to voting agreements.

JSCs

JSCs may issue registered shares or bearer shares (not generally used in practice). However, it should be noted that a draft law (No 92-18) provides for the abolition of the possibility to issue bearer shares for JSCs that are not listed on the stock exchange.

SJSCs

JSCs and SJSCs may, in addition to ordinary shares, issue shares with double voting rights, preferred shares, and non-voting priority dividend shares. The issuance of these shares is, however, subject to specific regulation.

For example, with respect to the issuance of shares with double voting rights, the following conditions shall be fulfilled: the shares shall be fully paid-up and such right can only be granted to a shareholder holding the shares for at least two years. 

Preferred shares may confer to the shareholders specifics advantages that may relate, among other things, to (i) profits (such as priority in the payment of dividends or dividends indexed to the performance of a specific branch of the company’s activity), (ii) the repayment of capital, or (iii) the liquidation bonus.

Preferred shares may also confer extra-patrimonial benefits such as the allocation of a certain number of seats on the board of directors, the prior approval of the shareholders for certain important decisions or specific information rights.

Generally, the extent of control that a shareholder may have over a company will depend on (i) the percentage of shares that the shareholder will acquire in the company’s share capital, and (ii) the voting rights that said shareholder will have in the shareholders’ meetings or as the case may be in board meetings of such company.

The shareholders’ rights are established in the articles of association of the companies and/or in shareholders agreements. In this respect, any variation of a right granted to a shareholder shall be performed in accordance with the rules established in the articles of association of the concerned company and/or in a shareholders’ agreement that will then need to be amended accordingly. In this regard, it should be noted that the most important decisions are taken by the extraordinary general meeting, which regardless of the form of the company, is the competent body to take all decisions amending the articles of associations (eg, capital increase, merger, transformation of the corporate form, or dissolution or extension of the duration of the company).

The share capital of JSCs cannot be less than:

• MAD300,000, for non-listed companies; and
• MAD3 million for listed companies.

There is no minimum share capital requirement for LLCs and SJSCs.

The JSC must have at least five shareholders.

LLCs and SJSCs can have one or more shareholders. In fact, LLCs with one shareholder are set up as sole shareholder limited liability companies. Also, SJSCs with one shareholder are set up as sole-shareholder simplified joint stock companies (société par actions simplifiée à associé unique – SJSCU).

However, the number of shareholders in an LLC cannot exceed 50. If this threshold is met, the LLC shall be converted into a JSC.

Shareholders’/joint-venture agreements are commonly used for private companies in Morocco, especially when foreign investors or venture capital and private equity funds participate. The implementation of such agreements is necessary in order to secure more extensive rights than those provided for by law, such as audit rights, seats on the board of directors, veto rights for certain important decisions and to secure their exit strategy.

Such agreements are fully enforceable between the parties as long as they do not breach the law. The shareholders’ agreements are not enforceable against third parties and remain confidential, unlike the articles of association, which are publicly available. Thus, it is advisable to include in the articles of association, which are enforceable against third parties, certain provisions of the shareholders’/joint venture agreement, especially those relating to voting rights and limitations on the management’s power.

In the last few years, the use and complexity of shareholders’ agreements has increased significantly, especially with the growth of M&A transactions, the growth of the start-up ecosystem and the emergence of a large number of venture capital funds.

In Morocco, the common practice in relation to joint ventures is to create a legal structure that will accommodate it. Once the structure of the joint venture is decided between the concerned parties, articles of association will need to be drafted. In addition to the articles of association, a shareholders’ agreement may be entered into between the shareholders.

The shareholders’ agreement is executed by the shareholders of a company in order to agree on some provisions that are not provided for in the articles of association of the company or in the law.

It usually includes the following provisions:

• provisions relating to the management of the company;
• provisions relating to the remuneration of the managers;
• exit provisions;
• pre-emption provisions offering the possibility of buying the shares to be sold in order of priority;
• temporary inalienability provisions;
• limitation of ownership clauses;
• equity stability provisions;
• provisions relating to shareholding; and
• approval provisions of new shareholders.

Shareholders’ agreements often contain provisions that the shareholders prefer to remain confidential (since the articles of association are publicly available). It should be noted that the shareholders’ agreement will be effective only between the contracting parties and will not have a binding effect on the company or on parties that have not executed such agreement.

In accordance with Moroccan law, a company must hold an annual general meeting once a year. Such annual general meeting shall be held within a period of six months after the end of the fiscal year, in order to approve the company’s annual accounts.

Notice Period in JSCs

In JSCs, the period between the convening date and the date of the annual general meeting shall be at least 15 days for the first notice and eight days for the second notice. It should be noted that the first day of the convening notice and the last day corresponding to the date of the meeting are excluded. Any meeting convened irregularly may be annulled. However, the action of annulment is not admissible when all shareholders are present and represented. 

Notice Period in LLCs

The shareholders shall be convened to the general meetings at least 15 days before their meeting.

Any meeting convened irregularly may be annulled. However, the action of annulment is not admissible when all shareholders are present and represented.

Notice Period in SJSCs

In SJSCs, the annual accounts of the company must be approved within six months of the end of the financial year. The notice period and the conditions under which the approval of the accounts will take place are set out in the articles of association of the SJSC.

Issues Discussed and Approved During an Annual General Meeting

In the annual general meeting of shareholders, the issues discussed are mainly the following:

• the discussion, adjustment or approval of the annual accounts of the company, based on the report of the board of directors or the management board or the managers, as the case may be;
• the constitution of the legal reserve;
• the form which the distribution of dividends will take;
• the approval of regulated agreements, in particular those between the company and one of its managers or shareholders;
• the control of prohibited agreements (eg, loans from the company to a shareholder); and
• as the case may be, the renewal of the appointment of the statutory auditor.

The rules applicable to the notice period between the convocation and the general meetings of shareholders are the same as for the notice period for annual general meetings.

Notice Period in JSCs

In JSCs, the period between the convening date and the date of the annual general meeting shall be at least 15 days for the first notice and eight days for the second notice. It is to be noted that the first day of the convening notice and the last day corresponding to the date of the meeting are excluded. Any meeting convened irregularly may be annulled. However, the action of annulment is not admissible when all shareholders are present and represented. In this respect, when all shareholders are present and represented, the notice period may be shortened.

Notice Period in LLCs

The shareholders shall be convened to the general meetings at least 15 days before their meeting.

Any meeting convened irregularly may be annulled. However, the action of annulment is not admissible when all shareholders are present and represented. In this respect, when all shareholders are present and represented, the notice period may be shortened.

Notice Period in SJSCs

In SJSCs, the annual accounts of the company must be approved within six months of the end of the financial year. The notice period and the conditions under which the approval of the accounts will take place are set out in the articles of association of the SJSC.

LLCs

In LLCs, general meetings can be convened by:

• the manager or, failing this, by the auditor(s);
• one or more shareholders holding half of the company’s shares;
• at least a quarter of the shareholders, holding a quarter of the shares; or
• any shareholder, after having unsuccessfully requested the manager to hold a general meeting, may request the president of a court, ruling in summary proceedings, to appoint an agent who will initiate the convening of the general meeting and the establishment of its agenda.

The LLC’s shareholders shall be convened to the general meetings by registered letter.

JSCs

In JSCs with a board of directors (conseil d’administration), the general meeting of shareholders is, in principle, convened by the board of directors. In JSCs with a supervisory board (conseil de surveillance) and a management board (directoire), the management board is responsible for convening the general meeting of shareholders.

In the case of a failure to do so by the board of directors or the management board, as the case may be, or in the case of an emergency, the general meeting of shareholders of the JSC may be convened by:

• the statutory auditor, after requesting, in vain, such convening by the board of directors or the supervisory board and the management board;
• an ad hoc agent appointed by the president of a court, ruling in summary proceedings, at the request of any interested party in the case of an emergency or of one or more shareholders holding at least one tenth of the share capital;
• the liquidators;
• the shareholders holding a majority of the capital or voting rights following a public offer of purchase or exchange or after a transfer of a block of shares amending the control of the company; or
• the supervisory board, where applicable.

In principle, notices of general meetings in JSCs are given by a notice published in a legal newspaper. However, if all the shares are registered, this publication may be replaced by notices sent to each shareholder in the form and under the conditions provided for in the JSC’s articles of association.

SJSCs

The methods of convening a general meeting of an SJSC are freely set out by the shareholders in the articles of association.

All shareholders must be able to receive the convening notice for general meetings, otherwise the general meeting may be declared null and void. However, the annulment action is not admissible when all the shareholders were present or represented.

Regarding information rights, any shareholder convened for an ordinary or extraordinary general meeting has the right to look into certain documents and have access to certain information. In this respect, following the convening of an ordinary or extraordinary general meeting, any shareholder of a JSC or SJSC shall also have the right, at least during the period of fifteen days preceding the date of the meeting, to obtain the text of the draft resolutions, the report of the board of directors or of the management board and, where applicable, the report of the statutory auditor(s).

Furthermore, in JSCs, during the period of fifteen days before any general meeting, any shareholder has the right to obtain a list of the shareholders with an indication of the number and class of shares each shareholder holds.

Within the context of the annual general meeting, the report, the inventory and the summary statements shall be sent to the shareholders at least fifteen days before the date of the annual general meeting.

Moreover, the shareholders of a JSC or LLC, may, at any time, obtain communication of the records, the inventory, the summary statements, the report of the managers and, where applicable, the report of the auditor(s) and the minutes of the general meetings for the last three financial years. In this respect, except for the inventory, shareholders have the right to request to be provided with copies of such documents.

In addition, regarding the LLC, any shareholder who is not a manager may, twice a year, submit questions in writing to the manager.

The information rights granted to the shareholders of SJSCs shall be expressly set out by the articles of association of SJSCs.

In addition to the above-mentioned rights of information, one or more shareholders of a JSC or a SJSC representing at least one tenth of the share capital may request the president of a court, acting in summary proceedings, to appoint one or more experts to present a report on one or more management operations. The same request may be made by one or more shareholders of the LLC representing one quarter of the share capital.

This procedure allows minority shareholders to obtain additional information and to control some management operations. Such procedure is usually requested by shareholders who do not have access to information or in the case of disagreements between shareholders.

Finally, in order to secure the information right of the shareholders, shareholders’ agreements usually provide for specific provisions in order to allow shareholders to benefit from additional information rights. In practice, shareholders request to be provided with quarterly and semi-annual reports. In addition, shareholders’ agreements can provide for a general legal and financial audit right granting the possibility for a shareholder to have access to such information.

According to Moroccan law, JSCs can only hold shareholders’ meetings virtually if such provision is expressly provided for in the company’s articles of association.

In JSCs, videoconferencing, or any equivalent means, must meet the following conditions:

• satisfy technical characteristics that guarantee the effective participation in meetings of management or corporate bodies whose deliberations are broadcast continuously;
• allow for the prior identification of individuals participating in the meeting; and
• allow for a reliable recording of discussions and deliberations, for the purposes of evidence.

The law related to LLCs does not provide for the possibility for shareholders to hold meetings virtually. However, shareholders can hold meetings remotely through the mechanism of written consultation. In this respect, except for the approval of the accounts, all decisions can be taken by written consultations of the shareholders. However, it is to be noted that such possibility must be expressly provided for in the articles of association.

The legal quorum requirements are only provided for by law for JSCs and constitute a legal minimum that can be increased by the articles of association.

In ordinary general meetings of JSCs, the shareholders present or represented must represent a quarter of the voting rights on first call. In case of a second call, no quorum is required.

In extraordinary general meetings of JSCs, the shareholders present or represented must constitute half of the voting rights on first call and one quarter on the second call.

The law does not provide any quorum requirements for SJSCs and LLCs. The articles of association of SJSCs and LLCs may, however, provide for quorum requirements for a general meeting.

The articles of association of an SJSC define the rules of its operation.

In JSCs and LLCs, a distinction is made between ordinary and extraordinary resolutions.

The ordinary general assembly is authorised to take all decisions that do not require the amendments of the articles of association.

The extraordinary general assembly is the body allowed to amend all the provisions of the articles of association of the company.

In all cases, the resolutions to be discussed at the general meeting, whether ordinary or extraordinary, are provided for in the agenda set by the author of the notice of the meeting.

Decisions which are not within the power of the management are taken in the general meetings.

Percentage of Approval Required in LLCs

In an ordinary general meeting, decisions are taken by the majority of shareholders present or represented.

In an extraordinary general meeting, the decisions are taken by the majority of three quarters of shareholders present or represented.

The right given to the three-quarters majority to amend the articles of association is not unlimited:

• the shareholders, even unanimously, cannot change the nationality of the company;
• the majority cannot force a shareholder to increase their commitment to the company; and
• the decision to increase the capital by incorporation of profits or reserves is taken by the shareholders representing at least half of the shares.

Percentage of Approval Required in JSCs

In ordinary general meetings, resolutions are taken by the majority of shareholders present or represented.

In extraordinary general meetings, decisions are taken by a majority of two thirds of the shareholders present or represented. However, the right given to the three-quarters majority to amend the articles of association is not unlimited. As such, the majority cannot force a shareholder to increase their commitment to the company, nor can it change the nationality of the company.

Percentage of Approval Required in SJSCs

The organisation and operation of the SJSC are freely determined by the company’s articles of association. In this respect, the percentage of approval required in an SJSC shall be expressly provided for in the articles of association. However, the law requires a majority of the shareholders for the appointment of the auditors and unanimity of the shareholders for the transformation of a company of any form into an SJSC.

Type of Decisions Taken in Ordinary or Extraordinary Meetings

The main decisions taken by the ordinary general meetings cover the following matters:

• deliberation on the financial year or on the allocation and repartition of benefits;
• review of the regulated agreements; and
• generally, deliberation on any question other than those considered extraordinary or questions requiring a specific majority.

The main decisions taken by the extraordinary general meetings cover the following matters:

• increase and reduction of the share capital;
• change in the corporate name of the company;
• transfer of the company’s registered office;
• the appointment and removal of the manager in the LLC.

Since Moroccan law does not provide for voting procedures, the vote is, in practice, conducted by a show of hands.

A shareholder of a JSC may be represented by another shareholder, by their spouse, or by an ascendant or descendant, representing them at a meeting, without any limitation on the number of proxies or votes that may be held by the same person, either in their own name or as a proxy, unless this number is fixed in the articles of association.

Regarding proxy voting, in JSCs, when meetings are held virtually, meaning by videoconference or equivalent means, the participating shareholder shall be clearly identifiable. In this respect, since a vote via telephone or fax does not allow an accurate identification of the shareholders, such procedures must be avoided. In addition, according to Moroccan law, voting by correspondence is also allowed if such provision is expressly provided in the articles of association. In this case, the shareholder would vote through a voting form addressed to the company by mail.

Furthermore, in LLCs, in addition to the possibility to take written resolutions (see 2.5 Format of Meeting), a shareholder in an LLC may be represented by their spouse unless the company comprises only the two spouses. In addition, a shareholder may be represented by another shareholder; however, such provision is not applicable if the company is held by two shareholders.

Regarding SJSCs, the articles of association may freely provide for the voting requirements for voting resolutions.

Finally, irrespective of the type of companies mentioned above, it should be noted that the proxy granted for a meeting is only valid for successive meetings convened with the same agenda. In this respect, a specific proxy will need to be granted for each meeting.

In any case, a shareholder may only be represented by another person if the articles of association so permit.

In LLCs and JSCs, one or more shareholders representing at least 5% of the share capital may request the addition of one or more draft resolutions to the agenda to be discussed or considered at a shareholder meeting.

Regarding SJSCs, the law does not provide for a specific provision in this respect. As such, the right to require a specific issue to be considered or a resolution to be put forward shall be expressly provided for in the articles of association.

A decision duly adopted and taken in a general meeting in accordance with the quorum and majority requirements provided for in the applicable law, articles of association or shareholders’ agreement cannot be challenged by the shareholders. 

Shareholders may only challenge decisions taken irregularly or in an irregularly convened general meeting, provided they were not present or represented.

The law pertaining to LLCs provides expressly for the possibility to hold a meeting remotely through the mechanism of written consultation, provided that it is mentioned in the articles of association. In this respect the shareholders can pass a written resolution without holding a meeting physically (except for the annual general meeting). It is to be noted that the rules of quorum and majority shall, regardless, be fulfilled. Regarding the procedure, the methods to be observed and conditions to be implemented shall be expressly provided in the articles of association.

Regarding SJSCs, shareholders can pass written resolutions without holding a meeting. However, such possibility and the methods to be observed and conditions to be implemented must be expressly provided in the articles of association.

In JSCs with a board of directors, the directors are appointed and removed by the majority of shareholders in ordinary shareholders meeting, in accordance with the conditions of quorum and majority provided for by the law, the articles of association or the shareholders’ agreement. The chairperson of the board of directors and the general manager, as the case may be, are appointed and removed by the board by the majority of the directors present or represented.

In JSCs with a management board and a supervisory board, the members of the supervisory board are appointed and removed by shareholders, in accordance with the conditions of quorum and majority of the ordinary general meetings provided for by the law, the articles of association or the shareholders’ agreement, as the case may be. The members of the management board are appointed by the supervisory board and are removed by the shareholders or by the supervisory board if the articles of association so provide.

However, damages can be due to a member of the management board who is removed without cause.

Moreover, it should be noted that the law applicable to LLCs and SJSCs does not provide for a board of directors.

In fact, LLCs are managed by one or more manager(s) appointed in accordance with the majority requirements relating to the extraordinary general meetings and removed under the same conditions, for just cause only.

In addition, the SJSC is managed by a chairperson. In fact, the rules of the appointment and removal of the chairperson are freely decided in the articles of association. However, unlike for LLCs, the articles of association of an SJSC may provide for the implementation of a board of directors. In that respect, the rules for the appointment and removal of the board of directors in SJSCs shall be expressly provided for in the articles of association.

Shareholders may challenge in court decisions taken by the directors in violation of a legal provision.

Shareholders cannot require the directors to take any action as shareholders must refrain from interfering in the management of the company.

In LLCs, the appointment of an auditor is not mandatory. However, the appointment of auditors becomes mandatory when the LLC exceeds, at the end of a financial year, a turnover excluding tax of MAD50 million. However, the articles of association or the shareholders’ agreement of LLCs may provide for the appointment of auditors, even if the above-mentioned turnover is not exceeded.

The auditor may be appointed by decision of the shareholders taken by a majority of three quarters of the capital or by order of the president of a commercial court, ruling in summary proceedings, at the request of one or more shareholders representing at least one quarter of the capital.

JSCs are required to appoint at least one auditor and when they are listed at least two auditors. Auditors are appointed by the general shareholders meeting for a three-year term.

SJSCs are required to appoint an auditor when a certain threshold in the turnover is exceeded. However, this threshold has not yet been determined by the relevant regulatory authority. The appointment of an auditor is optional if this threshold is not met. However, the articles of association or the shareholders’ agreement of LLCs may provide for the appointment of auditors, even if the required turnover is not exceeded.

An auditor may be appointed by a majority of votes of the shareholders or by order of the president of a commercial court, ruling in summary proceedings, at the request of one or more shareholders.

When there are legitimate reasons, the law allows one or more shareholders, representing at least 5% of the capital, to request from the president of a court ruling in summary proceedings to have the auditor removed and replaced by another auditor.

In practice, shareholding is a matter of public record as shareholders appear in the articles of association which are public documents.

However, in certain companies such as non-listed JSCs, shareholding does not appear in the articles of association. Such companies have the obligation to list all the movements of the capital in a transfer of register title. Such register is not publicly available and shall be kept within the company. However, regarding listed JSCs, the identity and the percentage of shares held by the main shareholders are publicly available.

Regarding the disclosure of interests, it is to be noted that there is no requirement for the shareholders to publicly disclose their shareholding. In addition, a company cannot require from its shareholders the disclosure of their interests in other companies unless it is expressly provided for in an agreement.

Finally, with respect to the notification of the change of shareholding to a regulatory authority, it is to be noted that in certain regulated industries (such as banking or the health sector), the supervisory authorities shall be notified in the event of a change in shareholding. In some cases, a simple notification is required and in other cases, a specific authorisation shall be granted by the concerned authority.

Unless restricted by the articles of association or a shareholders’ agreement, shareholders are entitled to grant security interests over their shares.

However, for LLCs, approval of the other shareholders is required when the pledge is enforced.

Shares are freely transferable, except for LLCs, where the prior approval of the shareholders representing at least three quarters of the share capital is required.

Nevertheless, it is possible to restrict the transfer of shares of any company by introducing specific restrictions in the articles of association or in a shareholders’ agreement.

The shares issued by SJSCs resulting from contributions in industry are inalienable.

The distribution of dividends to shareholders is decided by the general shareholders’ meeting after approval of the financial statements, provided that the company has made a net profit.

It should be noted that 5% of the net profit of LLCs shall be allocated to the legal reserve. Such appropriation shall cease once the legal reserve reaches 20% of the share capital.

Regarding JSC and SJSC, 5% of the net profit shall be allocated to the legal reserve. Such allocation shall cease once the legal reserve reaches 10% of the share capital.

Payment of dividends shall take place within a maximum period of nine months following the end of the financial year, except if this period is extended by a decision of the president of a commercial court, ruling at the request of the manager, the management board or the board of directors, as the case may be.

Except where there are preferred shares, shareholders are, in principle, entitled to dividends in proportion to their shareholding.

In general, dividends are paid in cash. Moroccan law does not specifically provide for the payment of dividends through the delivery of new shares.

Nevertheless, the payment of dividends through the delivery of new shares is widely used by listed Moroccan companies and is accepted by the Moroccan Capital Market Authority.

When a foreign investor is involved, in order to ensure the free repatriation of the dividends, the investment in the company must be financed in foreign currency either by selling quoted foreign currency on the foreign exchange market or by debiting a foreign currency account (compte en devises) or an account in convertible dirhams (compte en dirhams convertibles).

The law does not deal specifically with the rights of the shareholders during insolvency procedures. It can thus be concluded that they maintain the fullness of their prerogatives, subject to the powers granted by the court to the judicial administrator.

Under Moroccan corporate law, there is no cause of action directly against the company itself, but only causes of action against the company’s organs.

However, a shareholder may always bring an action directly against the company according to the general civil law in the event of a violation of applicable laws and regulations or the articles of association.

Legal action can be brought by shareholders against the directors or managers, as the case may be, in the event of violation of an applicable legal or regulatory provision of the articles of association, or in the event of acts of mismanagement.

When the actions of the directors or managers are detrimental to one shareholder, such action may be brought individually by the latter.

If several shareholders have personally suffered damages as a result of the same facts, they may group together and mandate one of them to take legal action on their behalf.

When the actions of the directors or managers are detrimental to the company, the shareholders may bring an action for damages to obtain compensation for the entire loss suffered by the company. This is a specific right conferred to shareholders to substitute themselves for the defaulting organs of the company.

There is no law or regulation in Morocco governing or restricting shareholder activism.

Indeed, this practice is not common in Morocco. However, some shareholders may have more or less significant influence on the governance of the company through the rights conferred by the shareholders’ agreement established through negotiation with the other shareholders.

Shareholder activism is not common in Morocco, see 8.1 Legal and Regulatory Provisions.

Shareholder activism is not common in Morocco, see 8.1 Legal and Regulatory Provisions.

Shareholder activism is not common in Morocco, see 8.1 Legal and Regulatory Provisions.

Shareholder activism is not common in Morocco, see 8.1 Legal and Regulatory Provisions.

Shareholder activism is not common in Morocco, see 8.1 Legal and Regulatory Provisions.

Shareholder activism is not common in Morocco, see 8.1 Legal and Regulatory Provisions.