Restructuring a real estate group in Morocco
Article 161 bis or merger (162)?

1. The starting point: neutralise, not erase

Any restructuring of a real estate group runs into the same reality: moving a building from one entity to another is, by default, a triggering event for taxation of the latent capital gain. The CGI's favourable regimes do not remove this capital gain: they deferit. This is the nuance every CFO must keep in mind — today's neutrality is settled on tomorrow's disposal.

Before choosing a regime, you must therefore qualify the operation and the objective. For the fundamentals of a contribution operation (procedure, corporate forms, role of the contribution auditor), our reference remains the article on the contribution of real estate to a company in Morocco. This article focuses on the choice between two group-restructuring regimes.

2. The intra-group transfer — Article 161 bis-I

Article 161 bis-I of the CGI organises the transfer of fixed assets between companies of the same group subject to corporate tax (excluding OPCI), under a neutrality regime: the capital gain realised on the transfer is not taken into account. No entity disappears — an asset is reallocated from one company to another within the group perimeter.

According to the CGI in force, the 2025 Finance Act evolved the mechanism, applicable from 1 January 2025:

• Holding threshold lowered to two-thirds (2/3) instead of 80% previously — a notable easing for groups whose holding did not reach the former floor.
• Valuation possible at net book value, which simplifies the treatment and limits contribution differences.
• The deferral becomes a payment deferral of the taxation of the capital gain, and no longer merely a technical carry-forward.
• Group-retention conditions: if the asset leaves the perimeter or if the conditions cease to be met, the operation is regularised as a disposal, by reference to the procedure of Article 224 of the CGI.

On registration duties, transfers and contributions meeting the conditions of Article 161 bis benefit, according to the CGI in force, from a fixed duty of 1,000 DH instituted by the 2025 Finance Act — compared to the 4% (residential) or 5% (professional, commercial, bare land) of ordinary law on a building contribution. The thresholds, conditions and retention periods are to be confirmed with your tax adviser.

3. The merger by absorption — Article 162

The merger belongs to another logic: two companies combine, the absorbed company disappears and the absorbing company receives all of its assets. It is the tool of structure simplification — reducing the number of entities, merging a property company into the holding, absorbing an SCI whose purpose has lost its reason to exist.

According to Article 162 of the CGI, the favourable regime provides:

• Exemption of the net contribution capital gain realised by the absorbed company.
• Merger premium exempt.
• Shareholders' gains taxed only on the subsequent disposal of their shares — not at the time of the merger.
• Exemption of registration duties on the merger operation.
• Declaration of the operation within 30 days.

The point of attention for the accountant is the subsequent reintegration in the absorbing company, whose procedures differ depending on whether the land represents at least 75% or less than 75% of the net fixed assets of the absorbed company. This dividing line makes the structure of the absorbed company's real estate balance sheet decisive: a portfolio mainly composed of bare land is not treated like a productive built portfolio. The precise reintegration procedures are to be validated with your tax adviser.

4. 161 bis or 162 — which regime for which objective?

Both regimes offer capital-gain neutrality, but they do not meet the same need. The decision grid rests on the patrimonial objective and the fate you want to reserve for the entities:

• Reallocate an asset without touching the legal perimeter → 161 bis-I. You want to move a building out of an operating subsidiary into a dedicated property company, isolate a strategic asset, or prepare a refinancing — without dissolving any company. The intra-group transfer, with its payment deferral and its 1,000 DH fixed duty, is the natural tool, subject to the two-thirds holding threshold and retention within the group.
• Simplify the structure by removing an entity → 162. You want to reduce the number of companies, merge a property company into the holding, put an end to a shell that has become useless. The merger exempts the net contribution capital gain and the registration duties, but it involves the disappearance of the absorbed company and vigilance on the reintegration by the weight of the land.
• Prepare a transmission or a disposal of shares → upstream trade-off. Housing the real estate in the right entity today conditions the taxation of the exit. In this regard, keep an eye on the regime of companies with a real-estate preponderance: according to the CGI in force, Article 61-II targets structures whose assets are composed of at least 50% gross real estate, and the 2026 Finance Act targets the disposal of shares of unlisted companies from 1 January 2026. To be confirmed with your tax adviser.

Other incentive regimes can complement the analysis — Article 161 ter, for example, frames the contribution of shares or assets to a holding (deferral under conditions). When the transferred asset falls under the activity of a subdivider or a developer, the distinction contribution as inventory vs contribution as a fixed asset changes the nature of the treatment and must be settled from the framing stage.

5. The triggering event neutrality does not remove: the contribution value

Whether one retains the net book value (161 bis) or the market value (merger, contribution under ordinary law), one figure imposes itself on the whole operation: the contribution value. It sets the remuneration in shares, the base of the deferred taxation, and the administration's point of comparison in the event of a review. Tax neutrality shifts the stake in time — it does not make it disappear.

For a property company whose assets are recognised at market value, the articulation between book value, contribution value and fair value deserves rigorous framing: the practical application of IFRS 13 to real estate in Morocco is analysed in a dedicated file. An undocumented gap between the value retained and the defensible value of the asset is precisely what weakens a restructuring years later.

6. The centrepiece: independent RICS-compliant valuation

In a group restructuring, valuation is not a formality — it is the document that secures the entire chain. For the contribution auditor, it founds the assessment of value; for the CFO, it anchors the base of the deferred capital gain and future depreciation; for the partners, it dispels any complaint of dilution. A report established according to RICS Red Book standards — verified areas, condition observed on site, explicit methodology, documented comparables — provides a defensible value that withstands the scrutiny of the administration as well as that of a co-shareholder.

That is the purpose of our service dedicated to firms: the independent RICS-compliant real estate appraisal in Morocco, applied to structuring operations. Our RICS-certified experts deliver a report compliant with the Red Book in 5 to 8 days (48-72h in express), from 3,500 MAD excl. tax, with a firm quote within 24h.

Note: Regimes provided by the General Tax Code (Articles 161 bis, 161 ter, 162, 224, 61-II) and their evolutions from the 2025 and 2026 Finance Acts. This article is written for information for an audience of accountants, CFOs and contribution auditors; the thresholds, rates, dates and conditions are to be confirmed under the CGI in force and with your tax adviser for your precise operation. To document the value of the asset, get it assessed by our RICS appraisal service and browse more analyses on the ReaConsult blog.