Pure contribution vs contribution for consideration in Morocco
the distinction that changes the duties

1. The dividing line: what the contributor receives

The characterisation of a contribution in kind is not read in its heading, but in the consideration the contributor receives. Two regimes coexist:

• Pure and simple contribution — the contributor receives, in exchange for the property, only shares. The company increases its capital, the contributor becomes a shareholder up to the value contributed. It is the most common form.
• Contribution for consideration — the company assumes a liability encumbering the property (mortgage loan outstanding, various debts). For tax purposes, this fraction is not a contribution: it is treated as a transfer for consideration, that is, as a sale of property to the company.
• Mixed contribution — the most frequent situation in practice: one part paid in shares (pure and simple), one part corresponding to the liability assumed (for consideration). The tax treatment is then allocated between the two regimes.

For the chartered accountant, the stake is immediate: a mortgage loan still registered on the title, or a shareholder current account tied to the operation, can shift all or part of the contribution into the for-consideration regime — with a very different registration cost.

2. Why the characterisation changes the registration duties

The two fractions do not fall under the same scale, and that is the whole point of the distinction.

• The pure and simple part follows the company-contribution regime. The formation or capital increase falls under a specific registration duty (of the order of 1% under ordinary law, with a minimum collection), and the 2025 Finance Act introduced a fixed duty of MAD 1,000 for contributions and transfers that meet the conditions of article 161 bis of the CGI.
• The part for consideration, treated as a sale of property, bears the ordinary registration duties applicable to property transfers — usually 4% for dwellings and 5% for professional or commercial property and bare land.

The gap is structural: depending on whether the liability assumed represents 0%, 30% or 70% of the contribution value, the base taxed at the transfer rate varies accordingly. The characterisation, and the split that follows, are therefore the first cost lever of the operation. The exact rates, thresholds and conditions fall under the CGI in force and must be validated with your tax adviser according to the precise nature of the property and the company.

3. The allocation of a mixed contribution, step by step

When the company takes over a debt, the operation mechanically splits. The reasoning to follow, step by step:

• Step 1 — Set the contribution value. It is the base for everything else: number of shares to issue, fraction taken over as liability, split between the two regimes. A fragile value weakens the whole chain.
• Step 2 — Isolate the liability assumed. The amount of the debt taken over by the company constitutes the part for consideration.
• Step 3 — Determine the pure and simple part. It is the contribution value reduced by the liability assumed: this fraction is paid in shares and falls under the contribution regime.
• Step 4 — Apply each regime to its fraction. Contribution duty (and the fixed duty of MAD 1,000 if the conditions of article 161 bis are met) on the pure and simple part; transfer duties on the part for consideration.

4. The point of attention: don't confuse registration duties with profit taxation

The pure-and-simple / for-consideration characterisation commands the registration duties. It does not, on its own, settle the fate of the land profit of the individual contributor nor that of the capital gain of the corporate contributor — these are two distinct registers.

The CGI provides specific regimes for these operations. Article 161 bis governs, under conditions, the transfer of fixed assets between companies of the same group and the contribution of a building by an individual to a company (with, in the latter case, taxation deferred to the later disposal and a reporting obligation to comply with). Article 162 governs mergers and demergers. The structuring of these aspects — and the choice of vehicle — falls under your own tax analysis, according to the CGI in force and to be confirmed with your tax adviser. The subject of this article remains confined to the registration duties and the characterisation that commands them.

5. The cornerstone: a defensible contribution value

All of the above rests on a single figure: the contribution value. It sets the number of shares issued, the proportion taken over as liability, the split between the two regimes, and therefore the registration cost. A poorly supported value exposes you to a double risk: undervaluation (reassessment, dispute between shareholders) or overvaluation (liability of the shareholders and the contribution auditor).

This is why a RICS-compliant property valuation is the cornerstone of the file. Established upstream by RICS-certified experts, it provides a defensible value — property condition observed, areas verified, explicit methodology, comparables documented — that serves as the basis for the contribution deed, secures the contribution auditor's report and constitutes supporting evidence in case of audit. Report compliant with RICS (Red Book) standards within 5 to 8 days (48-72 h express), from MAD 3,500 excl. tax.

6. Characterisation checklist before the deed

• Is the property encumbered with a liability? A registered mortgage loan, attached debts: any liability assumed switches to the for-consideration part.
• Is the consideration exclusively in shares? If so, a fully pure and simple contribution; otherwise, mixed characterisation and a split to plan.
• Are the conditions of article 161 bis met? They condition the fixed duty of MAD 1,000 on the eligible part — to be checked with the tax adviser.
• Is the contribution value documented? An independent RICS-compliant valuation report, attached to the file before the extraordinary general meeting.
• Is the nature of the property correctly identified? Dwelling, professional, bare land: the transfer rate applicable to the part for consideration depends on it.

To document the value of your property, use our independent RICS appraisal service and browse more analyses on the ReaConsult blog.

Note: Article for information, intended for finance professionals. The characterisation of the contribution (pure and simple, for consideration, mixed), the registration duties, the fixed duty of MAD 1,000 (conditions of article 161 bis of the CGI, 2025 Finance Act) and the profit/capital-gain regimes fall under the CGI in force: confirm each rate, threshold and condition with your tax adviser.