Introduction
Choosing the right legal structure is a crucial step for any business, especially for small and medium-sized enterprises (SMEs) in Morocco. The majority of Moroccan SMEs prefer the limited liability company (SARL) form, due to its simplicity and low operating costs. However, changes in the legal framework have recently introduced the simplified joint stock company (SAS), offering entrepreneurs new options and innovative prospects. This article takes an in-depth look at the advantages and specific features of the SARL and SAS, highlighting the significant differences that can influence entrepreneurs’ decisions.
The SARL, the classic structure for SMEs in Morocco, is appreciated for its operational flexibility. Its operation requires only a manager, eliminating the need to set up a board of directors. This, coupled with the absence of any obligation to appoint an auditor, makes it an economical option. The SARL can be set up by a single individual or legal entity, offering great flexibility in the shareholder structure with no minimum share capital requirement.
Act no. 19-20 supplementing and amending Act no. 17-95 on public limited companies introduced the SAS into the Moroccan legal landscape, widening the choice of structures available to SMEs. Henceforth, the articles relating to the SAS are set out in articles 43-1 et seq. of the same law. The liability of SAS partners is limited to the amount of their capital contributions, thus providing additional protection. A distinctive feature of the SAS is its flexible corporate governance, allowing the partners to define the operating rules. This flexibility makes it possible to personalize governance and separate power from capital, offering an adaptability rarely found in other structures.
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