1. Framing the debate: two different objects of sale
When a building belongs to a company, the real owner is not the individual but the company. The partner, for their part, holds shares. From this arise two routes to « exit » the asset:
- Sell the shares: the partner sells their shares to a buyer, who becomes owner of the company — and therefore, indirectly, of the building. The building does not move: it remains registered under the same land title, in the name of the same company. What changes is who owns the company.
- Sell the building through the company: the company, remaining the same, sells its asset to a third party. The price enters its treasury. The partners then usually want to recover that price personally — which opens up a second step.
These two operations do not concern the same object: one sells a business, the other sells a property. The patrimonial structuring reasoning that precedes this choice — why hold an asset in a company, subject to IS or not — is developed in our independent valuation service approach. Here, we assume the asset is already in a company, and we address the exit.
2. The share transfer: you sell the company, not the building
Selling the shares means transferring ownership of the company. Legally, the building is not the subject of a classic real-estate transfer: no new deed of sale of the asset, no new registration on the land title with the ANCFCC on account of the transfer of the asset itself. It is the share transfer that is formalised and registered.
But the tax authorities do not stop at form. When the company is a real-estate-heavy company — that is, whose assets are predominantly made up of real estate (of the order of more than 50% of assets, excluding real estate used in the business) — the transfer of the shares is treated, for registration purposes, in consideration of the underlying real estate. In other words: you sell shares, but it is the building that colours the regime. The value of the shares derives from the value of the asset, pro rata to the shareholding, less liabilities.
The exact rates, thresholds and terms are governed by the General Tax Code in force and by the nature of the shares: confirm them with your tax adviser. The structural point to remember lies elsewhere: with a share transfer, the building stays within the company, at its historical book value, and it is the buyer who inherits this situation.
3. The sale of the building by the company: the two-step charge
The other route: the company sells its building. For a company subject to IS, the capital gain on disposal (sale price less net book value of the asset) enters the result taxable at IS. That is the first taxation, and it bites all the harder where the asset has been depreciated over the years: the more depreciation has reduced the net book value, the higher the capital gain on disposal comes out.
Once the building is sold, the price is in the company's treasury — not in the partner's pocket. For it to become theirs, it must be distributed as dividends, which triggers a second taxationat the beneficiary's level. This is the famous « double hit »: IS at company level, then taxation of the distribution at partner level. The terms for taxing dividends are governed by the General Tax Code: to be confirmed with your tax adviser.
- If the funds stay in the company to reinvest in another asset, the second layer is not triggered right away: the money works within the structure.
- If the goal is to recover the price personally (transmission, withdrawal, division between partners), the cost of the dividend exit weighs — and this is precisely what the share transfer avoids.
4. The buyer's perspective: an often decisive factor
The trade-off does not depend on the seller alone. The buyer, too, has a preference — and it often leans the other way.
- Buying the shares means taking over the company as is: the building, but also the liabilities, ongoing contracts, potential disputes and the tax history. A prudent buyer therefore requires an acquisition audit (due diligence) and asset-and-liability warranties in the transfer deed.
- Buying the building directly means taking the asset without the rest: no hidden liabilities, no history to take on, a « clean » property. Simpler, safer for the buyer — but it places them back into the classic real-estate transfer circuit (and, for the selling company, into the IS + distribution logic).
In practice, the chosen route is often the result of a negotiation: the seller may prefer to sell the shares (to avoid the two-step charge), the buyer may prefer the asset (for safety). The price then shifts from one scenario to the other according to the advantages and risks each party assumes. And in every case, the common basis of the discussion stays the same: how much the building is really worth.
5. The real pivot: the value of the underlying building
Whether you sell the shares or the asset, everything converges towards a single figure: the market value of the building. For a direct sale, it sets the price and the taxable profit. For a share transfer, it is the raw material of the calculation of the value of the shares: value of the asset, less the liabilities that encumber it, pro rata to the shareholding transferred.
This is where an independent valuation concretely changes the game:
- For the sale of the building: a report compliant with RICS (Red Book) standards documents the market value, supports the declared price and serves as a defensible piece if the tax authorities challenge it.
- For the share transfer: the value of the shares is not a direct market figure — it is reconstructed from the value of the asset. A report establishing the value of the building (and, if needed, the land/built breakdown that clarifies net assets) is the mandatory starting point to calibrate a credible share price acceptable to both sides.
- For the buyer's audit: the independent valuation objectifies the value of the company's main asset, where the balance sheet often carries only a historical value unrelated to the market.
Cost: from 3,500 MAD excl. tax, report compliant with RICS (Red Book) standards delivered in 5 to 8 days (48-72 h express), firm quote within 24 h.
6. The special case of the family SCI and transmission
Many assets held in a company are held that way for transmission: a family SCI allows the gradual transmission of shares rather than fragmenting a building into joint ownership. In this logic, the transfer (or gift) of shares is the natural tool — it avoids a real-estate transfer at each move and facilitates division between heirs.
But this vehicle is becoming more demanding: order no. 357.26, applicable on 16 September 2026, tightens the transparency obligations of SCIs (certified original powers of attorney, identification of representatives, end of unregistered documents). The side effect is patrimonial: these obligations make any balance-sheet inconsistency visible, whereas many SCIs carry their buildings at historical values. Before any share transfer, having the assets revalued secures both the share price and the consistency of the balance sheet.
7. How to decide: the decision grid
- Rather the share transfer when the goal is to transmit the structure (family SCI), to avoid the two-step IS + dividends charge, and where the buyer accepts taking over the company with asset-and-liability warranties.
- Rather the sale of the building when the buyer wants a clean asset without taking on the liabilities, or when the company intends to reinvest the price internally without paying it out to the partners in the short term.
- To be weighed carefully where the asset has been heavily depreciated (high capital gain on disposal at IS) or where the company's liabilities are significant (they lower the value of the shares but weigh down the buyer's audit).
- In every case, the decision is made by two parties: a tax adviser / chartered accountant for the structure, the rates and the applicable registration regime, and a valuation expert for the value of the underlying building that grounds the price of the shares as well as that of the asset.
The golden rule: never decide on rates alone. The effectiveness of a route turns on the need for liquidity, the buyer's profile and the quality of the value retained — it is the latter, often overlooked, that makes the calculation realistic.
8. FAQ
Does selling the shares avoid all real-estate taxation in Morocco?
No. When the company is real-estate-heavy, the transfer of the shares is treated, for registration, in consideration of the underlying real estate: the operation does not escape the real-estate logic merely because shares are being sold. The exact terms are governed by the General Tax Code in force; never reason as if the share transfer were tax-neutral — have it framed by a tax adviser.
How is the value of a real-estate company's shares calculated?
It derives from the value of the assets: you start from the market value of the building (and other assets), deduct the liabilities (loans, debts), and apply the result to the shareholding transferred. The market value of the asset is almost never the balance-sheet value: this is why an independent valuation report compliant with RICS (Red Book) standards is the starting point for a defensible share price.
Why does a buyer require an audit before buying shares?
Because in buying the shares, they take over the entire company: not only the building, but also the liabilities, contracts, disputes and tax history. The audit (due diligence) and asset-and-liability warranties protect them against bad surprises. It is one of the reasons why some buyers prefer to buy the building directly.
Is the sale of the building by the company subject to TPI?
No, the Tax on Real Estate Profits (TPI) targets profits made by individuals. A company subject to IS includes the capital gain on disposal in its taxable result at IS; there is no TPI at its level. On the other hand, the subsequent exit of the price towards the partners (dividends) bears its own taxation. The exact regimes are governed by the General Tax Code: confirm with your tax adviser.
How much does a valuation cost to set the value of a building or of company shares?
From 3,500 MAD excl. tax, with a report compliant with RICS (Red Book) standards delivered in 5 to 8 days (48-72 h express) and a firm quote within 24 h. It is the piece that supports the price of a direct sale and serves as the basis for calculating the value of the shares — whose value derives from that of the underlying building less liabilities.
Selling shares or selling the building? The value of the asset grounds the price.
RICS-certified experts — market value of the building, land/built breakdown and the basis for calculating the shares, documented in a report compliant with RICS (Red Book) standards, in 5 to 8 days (48-72 h express). Everywhere in Morocco.
Note: This article sets out tax mechanisms for information only. Rates, thresholds, registration regimes and terms (IS, TPI, registration duties on real-estate-heavy shares, dividends) are governed by the General Tax Code in force and your own situation: the choice between share transfer and sale of the building must be validated by a tax adviser or chartered accountant. To document the value of your asset, book our independent RICS appraisal service or browse more analyses on the ReaConsult blog.