Contributing property to a company
in Morocco — complete guide

1. What is a contribution of real estate to a company?

Contributing real estate to a company is the operation by which an owner — an individual or a legal entity — transfers ownership of a building to a company in exchange for shares or units representing a fraction of the share capital.

This is a contribution in kind, as opposed to a contribution in cash. In Morocco it is governed by a set of texts: the Commercial Code (general provisions on commercial companies), law 17-95 on public limited companies (SA), law 5-96 on SARLs and other corporate forms, and the General Tax Code (CGI) for taxation.

2. Why contribute a property to a company?

The motivations are varied and often combined. The main ones are:

• Estate transmission: rather than transferring a building (notarial deed, registration duties on the full value, physical fragmentation in case of co-ownership), it is often simpler to transfer the shares of the company that holds the asset. This facilitates progressive gifts and succession management.
• Pooling between partners: several owners (partners, family, business partners) can group their assets into a common structure and share rental income in proportion to their contributions.
• Asset separation: placing a real estate asset in a company (SCI, SARL, SA) separates professional assets from personal assets and limits liability to the contributions (except for personal guarantees).
• Management optimisation: a dedicated structure (real-estate SARL, SCI, patrimonial holding) allows rental management, charges, accounting and taxation to be centralised, while facilitating the reinvestment of cash flows.
• Preparing a financial operation: the contribution can be the preliminary step to a fundraising, a capital opening, a merger or a bank refinancing with strengthened mortgage security.

3. Legal framework in Morocco

The contribution of real estate to a company in Morocco rests on several articulated bodies of law:

• Commercial Code: general principles of contribution to capital, conditions of validity, enforceability against third parties.
• Law 17-95 on public limited companies: framework for contributions in kind in an SA, mandatory appointment of the contributions auditor, report on the valuation.
• Law 5-96 on the SARL, SNC, SCS, SCA and partnership: specific rules for contributions in kind in a SARL and valuation thresholds.
• General Tax Code (CGI): tax regime applicable to registration duties, to the tax on real estate profits (TPI), to corporate tax (IS) or to income tax (IR) as the case may be.
• Law 39-08 forming the Code of Real Rights: transfer and registration of the ownership right on the land title with the ANCFCC.

4. Pure-and-simple, for-consideration, and mixed contributions

The precise qualification of the contribution (pure-and-simple, for consideration, mixed) directly determines the registration duties and the treatment of any capital gain. Upfront scoping with your chartered accountant is essential.

5. Step-by-step procedure

• Step 1 — Valuation of the property: the market value of the building is determined by an independent property valuer. This report, compliant with the RICS Red Book 2025 standards, is the cornerstone of the whole operation. It sets the contribution value and the number of shares to be issued in exchange.
• Step 2 — Appointment of the contributions auditor: for public limited companies (SA), law 17-95 requires the appointment of a contributions auditor, generally a chartered accountant registered with the Order. For SARLs, the obligation applies above certain thresholds or where the by-laws provide for it. The auditor checks the consistency of the valuation and produces a report.
• Step 3 — Contribution deed: a contractual document between the contributor and the company, it describes the asset (land title reference, area, location, condition), sets the contribution value, indicates the number and nature of the shares issued in exchange, and states the usual warranties (clear title, absence of undisclosed easements, etc.).
• Step 4 — Extraordinary general meeting (EGM): the partners or shareholders approve the contribution in kind, the value retained, the capital increase and the allocation of shares. The minutes are then registered.
• Step 5 — Registration and publication: the contribution deed and the EGM minutes are registered with the Directorate General of Taxes (DGI) with payment of the applicable registration duties. Legal publication is made in a legal-announcements journal and in the Official Bulletin.
• Step 6 — Registration on the land title: the final step is the registration of the ownership transfer on the land title with the ANCFCC. From this registration, the company officially becomes the owner of the building and the operation is enforceable against third parties.

6. Taxation of the contribution to a company

Several taxes may apply. The exact rates are set by the CGI and may change; it is essential to consult your chartered accountant for the figures applicable to your operation.

• Registration duties: calculated on the contribution value retained. The regime differs depending on whether the contribution is pure-and-simple (generally a more favourable regime, sometimes coupled with a commitment to retain the shares) or for consideration (treated as a taxable transfer at the property-sale rate).
• Tax on real estate profits (TPI): for an individual contributor, the gain between the cost price of the asset and the contribution value may be subject to the TPI under the provisions of the CGI. Certain contribution-in-kind regimes may provide for a deferral or a conditional exemption.
• Corporate tax / Income tax: the receiving company records the asset in its fixed assets at the contribution value. This base will then serve to calculate depreciation (if rented out) and the taxable base in case of a later sale. SCIs may benefit from a tax-transparency regime depending on the options chosen.

Important: contribution tax regimes come with strict conditions (share-retention period, nature of the activity, etc.). A reclassification by the tax authorities may lead to a significant adjustment. Rigorous documentation is mandatory.

7. The role of the chartered accountant

The chartered accountant is the conductor of the operation. Their missions:

• Advise on the optimal corporate form (SARL, SCI, SA, holding) in light of the client's patrimonial and tax objectives.
• Draft or supervise the drafting of the deeds: by-laws, contribution deed, EGM minutes.
• Calculate the optimal taxation and structure the operation timeline.
• Manage the registration and legal obligations (DGI, ANCFCC, Trade Register, Official Bulletin).
• Record the contribution in the opening accounts and prepare the initial balance sheet.
• Rely on the property valuation report to set the contribution value and the number of shares to be issued.

Where the corporate form requires it (SA, SARL above the threshold), the chartered accountant may also act as the contributions auditor.

8. The role of the property valuer

The property valuer intervenes upstream of the entire legal chain. Their mission is to produce a valuation report compliant with the RICS Red Book 2025 standards that determines the market value of the contributed asset.

This independent valuation fulfils three critical functions:

• Protection of the contributor: they receive fair remuneration in shares, without dilution or prejudicial undervaluation.
• Protection of the other partners: no unjustified dilution of capital, fairness of investment.
• Tax security: the base declared to the authorities is documented and supported by recognised methodology (comparative method, capitalisation, DCF depending on the asset type). In the event of an audit or dispute, the report compliant with RICS standards is first-rate supporting evidence.

9. Common pitfalls to avoid

• Undervaluation: the temptation to understate the value to reduce registration duties. Risk of tax adjustment and dispute between partners.
• Overvaluation: to artificially inflate the capital. Risk of liability being incurred by the partners and the contributions auditor.
• Valuation by a non-specialist: a real estate agent instead of a RICS-certified valuer, non-compliant methodology. The report may be challenged.
• Omission of easements or real rights encumbering the asset (usufruct, mortgage, easement). To be identified upstream via a land-title verification.
• Wrong qualification of the contribution (pure-and-simple vs for consideration): very different tax consequences.
• Non-compliance with the share-retention commitments where the favourable regime depends on them.

10. When to consult?

Three key moments:

• Upstream of the project: to validate the opportunity (taxes, transmission, structuring). This is the primary role of the chartered accountant.
• Before signing: to obtain the RICS valuation report that will set the contribution value. This is the role of the property valuer.
• After the operation: for periodic revaluations (transmissions, capital openings, refinancing).

Before the operation, get the property valued by our independent RICS appraisal service and browse more analyses on the ReaConsult blog. This article is provided for information; tax regimes and procedures evolve, so consult your chartered accountant and your RICS-certified valuer for an analysis tailored to your situation.