Article 161 bis-I of the CGI: transferring fixed assets between companies of the same group

1. The principle: tax neutrality of the intragroup transfer

Article 161 bis-I of the CGI allows companies belonging to the same group, subject to corporate tax (IS) and excluding OPCI REITs, to transfer fixed assets — including real estate assets — between themselves without the resulting capital gainbeing taken into account at the time of the transaction. In practical terms, a reorganisation of the group's property holdings (housing an asset in a dedicated property company, regrouping operating buildings, hiving off into a subsidiary) does not trigger immediate taxation of the latent gain.

This is not a definitive exemption but a deferral: the capital gain remains suspended as long as the asset and the companies concerned stay within the group perimeter, under the conditions laid down by the CGI. The regime, in the version resulting from the latest reform, is applicable as of 1 January 2025. For the broader context of contributions and transfers of real estate assets, see our guide on contributing real estate to a company in Morocco.

2. What the 2025 Finance Act changed

The 2025 Finance Act recalibrated the regime on three points that matter for your structuring work:

• Ownership threshold lowered to two-thirds (2/3). The threshold required to form and maintain the group drops from 80% to 2/3. This relaxation significantly widens the range of eligible structures. The exact rules for computing the threshold are governed by the CGI in force — to be confirmed with your tax adviser.
• Transfer possible at net book value (NBV). The transfer can now be carried out on the basis of the asset's NBV, which simplifies the accounting treatment and sets the continuity base.
• The deferral becomes a payment deferral. The postponement mechanism is no longer a mere deferral of the taxable base but a genuine payment deferral of the tax corresponding to the capital gain.

On registration duties, the regime is equally favourable: a fixed duty of MAD 1,000 applies to contributions and transfers meeting the conditions of article 161 bis (Finance Act 2025), whereas the ordinary regime for contributing a building would stand at 4% (residential) or 5% (professional, commercial, bare land). For other rates and registration cases, confirm the applicable treatment under the CGI in force.

3. The group-maintenance conditions

Neutrality only holds subject to the maintenance of the asset and the companies within the group perimeter, under the ownership conditions set by the CGI. As long as those conditions are met, the capital gain remains neutralised and the payment deferral continues to run. The CFO and the chartered accountant must therefore map precisely:

• the group perimeter within the meaning of article 161 bis-I and continued compliance with the two-thirds ownership threshold;
• the tracking of the transferred asset over time (retention within the group, accounting traceability of the entry value and of the deferred capital gain);
• potential break events (one of the companies leaving the group, disposal of the asset outside the perimeter) that would terminate the regime.

The distinction between a contribution as a fixed asset (the asset is intended to be held and operated) and a contribution to inventory(the case of a land developer, where the building is intended for resale) is decisive here: it determines the accounting and tax treatment of the transfer. Qualify the transaction before structuring it — under the CGI in force and with your tax adviser's analysis.

4. Breaking the conditions: regularisation through article 224

The flip side of the regime is precise: if the group-maintenance conditions are no longer met, the transaction is regularised as a disposal. The capital gain initially neutralised becomes taxable again, and the regularisation is carried out through the procedure of article 224 of the CGI.

For the chartered accountant, this means keeping, from the day of the transfer, complete documentation of the asset's value and of the deferred capital gain. The day the regularisation is triggered, years later, it is that base — and the building's value — that will determine the amount reassessed. A poorly supported entry value, or the absence of any valuation benchmark, turns a theoretical regularisation into a zone of fragility before the tax administration. The principle is the same as the one described for the audit of the declared price: what is not documented is contestable.

5. NBV or real value? The arbitrage that plays out at the transfer

The option to transfer at net book value is an operational comfort, but it does not remove the need to know the asset's real value. The two almost never coincide: a heavily depreciated building can show a very low NBV against a high market value, and the reverse exists for a recent asset in a falling market. This gap has consequences the CFO must anticipate:

• Governance and shareholder information: transferring at NBV an asset worth far more shifts value between group entities without any apparent consideration. Shareholders and, where applicable, the contribution auditor must have the real value to assess the fairness of the transaction.
• Base of the deferred capital gain: knowing the real value on the day of the transfer makes it possible to measure the latent gain actually placed under deferral, and therefore the tax exposure in case of a future regularisation under article 224.
• Consistency with consolidation: for a group consolidating under IFRS, the asset's fair value follows a different logic from statutory NBV — see our feature on IFRS 13 and the fair value of real estate in Morocco.

This is exactly where a RICS-compliant real estate appraisal in Morocco earns its place: it provides the defensible value of the building — explicit methodology, documented comparables, condition of the asset recorded — whatever recording value is retained. NBV serves the accounting treatment; the appraisal report serves the decision, the governance and the defence of the file.

6. The role of the independent valuation and the contribution auditor

When the transfer comes with a capital increase or a contribution in kind, the appointment of a contribution auditor may be required depending on the corporate form and applicable thresholds. The auditor verifies the consistency of the valuation retained — and it is an independent real estate appraisal report that gives that verification its technical basis.

For accounting firms, the division of labour is clear: you run the legal and tax structuring, our RICS-certified experts produce the defensible value of the asset. Illustrative example: an operating building transferred between a parent company and its group property company, depreciated down to a reference NBV, may carry a market value far above it; documenting that gap at the time of the transfer secures both the governance and the future exposure. Actual figures depend on each file and must be validated with your tax adviser.

7. Watch points for the chartered accountant and the CFO

• Qualify the transaction: transfer of a fixed asset (161 bis-I regime) or contribution to inventory? The boundary determines the entire treatment.
• Verify the two-thirds threshold at the time of the transfer and its maintenance over time, in accordance with the CGI in force.
• Document the entry value: NBV for the accounts, RICS market value for the decision and the defence of the file.
• Track the deferred capital gain in the accounts and anticipate the regularisation (art. 224) if the conditions break.
• Do not confuse the regimes: the contribution of a building by an individual falls under article 161 bis-II (deferred exemption from income tax on the property gain, filing within 60 days), mergers and demergers under article 162 (filing within 30 days). Each regime has its own conditions — to be confirmed with your tax adviser.

For foreign groups consolidating a Moroccan asset, the valuation issue is doubled by a reporting issue: see our feature on the consolidation of a Moroccan asset in a foreign group.

8. FAQ

Note: This article is written for information purposes for finance professionals (chartered accountant, CFO, contribution auditor). The article 161 bis-I regime, the two-thirds threshold, valuation at NBV, the payment deferral and the regularisation through article 224 are presented under the CGI in force (provisions from the 2025 Finance Act, applicable as of 1 January 2025); the precise conditions evolve and must be confirmed with your tax adviser. To document the defensible value of a transferred asset, see our real estate appraisal service, browse the ReaConsult blog, or read the version française of this article.