Best Due Diligence Lawyers in Tétouan

About Due Diligence Law in Tétouan, Morocco

Due diligence is the legal and factual review carried out before a major transaction or commitment. In Tétouan, Morocco, it typically arises in mergers and acquisitions, joint ventures, company formations, financing, real estate acquisitions, public procurement, and strategic partnerships. A thorough review helps identify legal, financial, tax, labor, regulatory, environmental, and operational risks so that parties can price assets correctly, allocate liabilities, negotiate protective clauses, and decide whether to proceed.

Moroccan practice is influenced by national legislation and local administrative procedures. Many registrations and certificates are obtained from authorities located in Tétouan or nearby Tangier, with documents commonly issued in Arabic or French. Notaries play a central role in real estate transfers and certain corporate acts, and several checks are performed at the commercial register, land registry, tax offices, social security, competition and data protection authorities.

Why You May Need a Lawyer

- You are acquiring or investing in a Moroccan company and need to review corporate records, licenses, contracts, litigation, employment, and compliance before signing a share purchase agreement or asset deal.

- You plan to lease or purchase real estate in or around Tétouan and must verify title, encumbrances, zoning, environmental issues, occupancy, and foreign ownership restrictions.

- You are forming a joint venture or strategic partnership and need to structure governance, exit rights, IP ownership, and regulatory approvals following Moroccan corporate and competition rules.

- You are financing a project and lenders require legal due diligence, perfected security, and enforceable guarantees.

- You are bidding for public contracts or entering regulated sectors where licenses, technical permits, or free zone rules apply and compliance must be confirmed.

- You are a foreign investor and need to check exchange control rules, repatriation of dividends, and required filings with the tax administration and the Office des Changes.

- You discovered a red flag during preliminary checks and need targeted investigation, risk quantification, and protections in the transaction documents.

- You need vendor due diligence before a sale to increase deal certainty and reduce price chips by addressing issues in advance.

Local Laws Overview

- Corporate and commercial law: Moroccan corporate law is mainly set out in Law 17-95 on public limited companies and Law 5-96 on other company forms such as SARL, SNC, SCS, and SAS, as amended. Company information and filings are recorded at the commercial register and through OMPIC. Due diligence typically reviews the extrait du registre de commerce, statutes, shareholder and management decisions, share ledgers, powers of attorney, and ongoing compliance.

- Competition law: Law 104-12 on freedom of prices and competition requires merger control filings when thresholds are met. The Competition Council can impose remedies or penalties. Transactions affecting the Tangier-Tétouan-Al Hoceima region may be scrutinized for market effects.

- Employment and social security: The Labor Code Law 65-99 governs employment contracts, working time, termination, unions, and health and safety. CNSS registration, payroll contributions, and HR policies are standard due diligence items. Transfers of undertaking may require consultations or specific procedures.

- Tax: Morocco has corporate income tax, VAT, withholding taxes, registration duties, and local taxes. Rates and incentives are updated annually by the Finance Law. Due diligence verifies tax IDs, filings, audits, assessments, carryforwards, and compliance with invoicing and transfer pricing where applicable.

- Real estate and urban planning: Property rights and land registration are governed by the Code des droits réels and the land registry system administered by the Conservation Foncière under ANCFCC. Buyers review the certificat de propriété, cadastral plans, mortgages and liens, easements, and preemption rights. Urban planning and construction matters are overseen by the Agence Urbaine de Tétouan and municipal authorities. Foreign ownership of agricultural land is restricted, with alternatives such as long-term leases or conversion procedures.

- Environmental: Key statutes include Law 12-03 on environmental impact assessment, Law 28-00 on waste management, and water protection laws. Projects near coastal areas or industrial zones around Tétouan may require environmental clearances.

- Data protection and cybersecurity: Law 09-08 regulates personal data processing and is enforced by the CNDP. Due diligence evaluates registrations, consents, cross-border transfers, and security measures.

- Anti-money laundering and sanctions: Law 43-05 on AML, as amended, imposes customer due diligence and reporting duties. The national financial intelligence authority supervises compliance. Transactions must consider ultimate beneficial ownership and sanctions risks.

- Public procurement: Public contracts are governed by national procurement decrees. Bidders must meet eligibility and integrity requirements and comply with performance and subcontracting rules. Due diligence checks past performance, debarments, and contract variations.

- Arbitration and dispute resolution: Morocco recognizes arbitration and mediation, including under recent reforms. Contracts commonly include arbitration clauses. Due diligence identifies active disputes in local courts, arbitral institutions, and enforcement risks.

- Exchange control: The Office des Changes regulates foreign currency operations. Investors must structure capital inflows through convertible accounts to preserve repatriation rights for dividends and exit proceeds.

- Formalities and language: Notarization is common for real estate and certain corporate acts. Morocco accepts apostilles for foreign documents. Documentation is typically in French or Arabic, and certified translations are often required.

Frequently Asked Questions

What does legal due diligence usually cover in Tétouan?

Typical scopes include corporate existence and authority, licenses, material contracts, financing and guarantees, litigation, employment and CNSS, tax compliance, real estate or leasehold rights, IP and IT, data protection, environmental permits, insurance, compliance programs, and beneficial ownership.

How long does due diligence take?

Small deals can be reviewed in 2 to 3 weeks. Mid-market transactions often require 4 to 6 weeks. Timelines depend on data room readiness, responsiveness of counterparties, and time needed to obtain certificates from registries and authorities in Tétouan or Tangier.

Which documents are essential at the start?

Corporate statutes and amendments, commercial register extract, shareholder and management minutes, organizational chart, key contracts, customer and supplier lists, loan and security documents, licenses and permits, tax IDs and recent filings, CNSS statements, litigation list, insurance policies, IP registrations, and real estate title documents.

Can foreign investors own Moroccan companies and real estate?

Yes, foreign investors can own shares in Moroccan companies. Foreign ownership of titled real estate is generally permitted except for agricultural land, which is restricted. Alternatives include leasing or conversion of land use subject to approvals.

Do I need merger control clearance?

If your deal meets Moroccan turnover or market share thresholds, a filing to the Competition Council may be required before closing. A lawyer can assess thresholds, prepare notifications, and manage timing to avoid gun-jumping risks.

What are common red flags found in this region?

Frequent issues include outdated corporate filings, missing or expired licenses, unrecorded liens, gaps in CNSS or tax compliance, informal employment arrangements, non-conforming leases, lack of data protection registrations, and zoning or construction irregularities.

Who issues land and property certificates?

The land registry office under ANCFCC issues the certificat de propriété and cadastral information. For planning, the Agence Urbaine de Tétouan and municipal services provide zoning and building compliance documents. Notaries coordinate many of these steps in practice.

Are documents in Arabic accepted if my team works in English?

Authorities issue documents mainly in Arabic or French. For transaction use, certified translations into English can be prepared, but filings and official submissions must follow Moroccan language requirements.

How are liabilities allocated if issues are found?

Parties use price adjustments, specific indemnities, conditions precedent, covenants to remedy issues before closing, escrow or holdbacks, and warranty and indemnity insurance where available. Allocation depends on materiality, probability, and ability to cure.

What professional advisors are typically involved?

Transaction counsel, notary for real estate and certain corporate acts, tax advisors, auditors, technical and environmental consultants, and if needed, sector specialists or valuation experts. Coordination among advisors is key to aligning legal findings with financial and technical assessments.

Additional Resources

- OMPIC for company information and industrial property matters.

- Commercial register and courts serving Tétouan and the wider Tangier-Tétouan-Al Hoceima region for corporate filings and litigation checks.

- ANCFCC land registry and cadastral services for property titles and encumbrances.

- Agence Urbaine de Tétouan for zoning, planning, and construction compliance.

- Direction Générale des Impôts for tax registrations, certificates, and rulings.

- CNSS for social security compliance and employer accounts.

- CNDP for data protection notifications and guidance.

- Conseil de la Concurrence for merger control and competition compliance.

- Office des Changes for foreign exchange and investment regulations.

- Regional Investment Center for investor facilitation in the Tangier-Tétouan-Al Hoceima region.

Next Steps

- Define objectives: Clarify your transaction goals, timeline, budget, and risk tolerance so your advisors can tailor the scope.

- Engage counsel early: Select a lawyer experienced in due diligence for Tétouan and the wider region. Ask about sector experience, team composition, and expected timeline.

- Prepare a document request list: Work with counsel to issue a clear checklist to the target or seller covering corporate, tax, HR, contracts, real estate, IP, compliance, and litigation.

- Execute confidentiality protections: Put in place a robust NDA and controlled data room access protocols.

- Coordinate specialists: Line up tax, financial, technical, and environmental experts to run parallel workstreams and avoid bottlenecks.

- Order official searches early: Request commercial register extracts, land certificates, tax and CNSS certificates, and relevant clearances to de-risk timing.

- Hold regular red flag calls: Use short reports to escalate material issues, decide remedies, and adjust deal terms or conditions precedent.

- Plan for signing and closing mechanics: Identify regulatory filings, notarial formalities, approvals, escrow arrangements, and post-closing obligations.

- Document risk allocation: Reflect findings in representations and warranties, indemnities, price mechanisms, and covenants to remedy pre-closing.

- Keep a compliance roadmap: After closing, implement plans to update registrations, regularize licenses, align HR and tax processes, and integrate data protection and AML controls.