Best Due Diligence Lawyers in Tétouan

About Due Diligence Law in Tétouan, Morocco

Due diligence in Tétouan is the structured process of gathering and verifying legal, financial, operational, and regulatory information before a transaction or partnership. It is most common in company acquisitions, joint ventures, real estate deals, lender financing, franchise or distribution set ups, and public procurement bids. Moroccan law does not use a single stand alone due diligence statute. Instead, the process tests compliance with multiple Moroccan codes, sectoral laws, and local administrative requirements. In practice, lawyers coordinate document reviews, public registry searches, interviews, site visits, and third party verifications to identify risks and quantify how they affect price, structure, warranties, indemnities, and closing conditions.

Tétouan operates within national Moroccan frameworks, with local particularities that matter to your checks. Examples include the competent commercial and civil courts for litigation searches, the land registry office that issues title abstracts for property in and around Tétouan, the urban planning authority that validates zoning and building permissions, and the regional investment center that helps confirm company registration steps and permits. Arabic and French are the primary documentary languages, and sworn translations are often required for foreign party transactions.

Why You May Need a Lawyer

You may need a due diligence lawyer in Tétouan when you plan to buy a business or a stake in a company, enter a joint venture, purchase industrial or tourism land, lease commercial premises, finance or refinance assets, bid on a government contract, or license technology or trademarks. A lawyer structures the scope, identifies what is material for your deal, and runs targeted searches in Moroccan registries and authorities. Counsel also aligns due diligence findings with the deal documentation, such as share purchase agreements, asset transfer deeds, shareholder agreements, leases, financing documents, and notarial instruments.

Local counsel is particularly valuable for verifying land titles and encumbrances, confirming corporate standing and beneficial ownership, checking tax and social security clearance, assessing labor and contractor exposure, reviewing environmental and building compliance for sites in the Tétouan area, and screening litigation or enforcement records. If you are a foreign investor, a lawyer will also address foreign exchange compliance, investment registration through a Moroccan bank, and repatriation requirements so that returns can be sent abroad lawfully.

Local Laws Overview

Key Moroccan laws and institutions that shape due diligence in Tétouan include the following. Scope and emphasis vary by transaction type.

Company and commercial law: Moroccan company law governs corporate forms, governance, and filings. Public limited companies are governed mainly by Law 17-95 and limited liability companies and partnerships by Law 5-96 and related texts. The Commercial Code governs traders, commercial acts, and payment instruments. Book V of the Commercial Code addresses difficulty of enterprises and insolvency procedures, which are highly relevant to financial and litigation checks.

Corporate registries and filings: Corporate existence, managers, statutory accounts, and key filings are obtained through the Moroccan trade registry. OMPIC maintains the central platform and documentation. A due diligence report will reconcile constitutional documents, shareholder registers, management appointments, and published accounts with the registry extracts.

Real estate and land rights: The Real Rights Code Law 39-08, together with land registration rules, governs ownership, mortgages, easements, and other encumbrances. The ANCFCC office in Tétouan issues land title extracts and cadastral plans. For unregistered land, additional historic and notarial chains of title may be needed. Construction permitting and zoning are coordinated with the Commune and the Agence Urbaine de Tétouan.

Notarial formalities: Many transfers and corporate actions require notarial deeds under Moroccan law, including real estate transfers and some share or asset deals. Notaries are regulated by Law 32-09. A notary checks formal validity of the deed but does not replace a lawyer for risk analysis.

Competition and merger control: Law 104-12 on freedom of prices and competition establishes merger control and antitrust rules. Transactions that meet turnover or market share thresholds may need notification to the Competition Council. Due diligence should identify whether a filing is required and whether restrictive clauses are enforceable.

Anti money laundering and KYC: Law 43-05 on anti money laundering, as amended, requires identification of beneficial owners, source of funds checks, and reporting of suspicious transactions. The UTRF is the financial intelligence unit. Banks, notaries, and other regulated professionals have KYC obligations, so deal documentation must align with AML requirements.

Data protection: Law 09-08 regulates personal data processing. The CNDP is the supervisory authority. If you acquire customer databases or employee data, confirm that notifications or authorizations were made, and that cross border transfers and security measures comply.

Labor and social security: The Labor Code Law 65-99 governs employment contracts, working time, dismissals, and collective bargaining. Social contributions are handled through the CNSS. Due diligence checks include employment contracts, compliance with minimum wage and overtime, union status, health and safety, outstanding disputes, and CNSS clearance.

Environmental and permitting: Environmental review requirements are set by Law 12-03 for environmental impact studies, and sector laws cover waste, water, and emissions. Projects in and around Tétouan may require EIA opinions and municipal approvals. Confirm permits, inspections, and any remediation duties.

Tax and exchange rules: The General Tax Code sets corporate income tax, VAT, registration duties, and local taxes. The Direction Generale des Impots issues tax clearance and manages audits. The Office des Changes sets foreign exchange rules, including investment registration for repatriation of capital and returns. These points are central to cross border transactions.

Secured transactions: Moroccan law provides registries for mortgages and certain movable security interests. A modern movable collateral framework allows searches to identify pledges over receivables, equipment, or inventory. Searches for mortgages and judicial inscriptions on real property are performed at ANCFCC.

Public procurement: Government contracts are regulated by national decrees and sector rules. Bidders must satisfy eligibility, integrity, and technical capacity checks. Due diligence should examine debarment risks and compliance with tender specifications.

Frequently Asked Questions

What documents are usually requested in a Moroccan due diligence for a company in Tétouan

Typical document sets include corporate charter and bylaws, shareholder and management registers, recent OMPIC and trade registry extracts, financial statements and tax returns, key customer and supplier contracts, loan and security documents, licenses and sectoral permits, IP certificates, insurance policies, employment contracts and CNSS records, litigation and claims summaries, data protection notifications, compliance policies, and real estate leases or property files. The list is tailored to the transaction and sector.

How long does due diligence take

A focused due diligence for a small or mid sized target often takes two to four weeks from data room availability. Complex groups, real estate heavy assets, or regulatory clearances can extend the review to six to eight weeks or more. Timing also depends on how quickly public offices deliver certificates and how responsive counterparties are to follow up questions.

Which public searches are most important in Tétouan

Core searches include trade registry extracts through OMPIC, land title and encumbrance searches with ANCFCC for any properties in the Tétouan area, court registry checks for pending litigation with the competent commercial and civil courts, municipal and Agence Urbaine de Tétouan checks for zoning and building compliance, tax and CNSS clearance certificates, and verification of sector licenses with the relevant ministries or regulators.

How do I verify clean title to land near Tétouan

Obtain the title number and request a land title extract and cadastral plan from ANCFCC to confirm the owner, boundaries, area, and any mortgages, liens, or easements. Cross check with municipal zoning and building permits, verify access and utility rights, and if applicable, confirm environmental assessments. For any unregistered land, analyze the notarial chain of title and consider title insurance or additional guarantees.

Do I need both a notary and a lawyer

Yes in many transactions. Notaries are required for certain deeds such as real estate transfers and some corporate actions. The notary ensures formal validity and registration. A lawyer designs and runs the risk analysis, negotiates contractual protections, and aligns findings with warranties, indemnities, price adjustments, and conditions precedent. They play complementary roles.

Can foreign documents be used in Moroccan due diligence

Yes, but foreign corporate certificates, powers, and financial records may require legalization or apostille, depending on the country of origin, and sworn translation into Arabic or French. Build time into the schedule for these formalities.

How are beneficial owners handled

Companies must identify and keep records of their beneficial owners and provide this information to banks, notaries, and authorities under anti money laundering rules and corporate filing obligations. In due diligence, request the beneficial ownership declaration, supporting identification, and evidence of internal procedures to keep it current.

What are common red flags in Moroccan due diligence

Frequent issues include missing or outdated corporate filings, undisclosed shareholders or managers, tax or CNSS arrears, unregistered or expired licenses, labor disputes, heavy customer concentration, related party transactions without documentation, hidden pledges or mortgages, unpermitted construction, and gaps between financial statements and actual operations. Each red flag should be mapped to a mitigation action or price adjustment.

Are there foreign exchange constraints for investors

Foreign investors should ensure investment funds enter Morocco through the banking system with proper coding and documentation so that capital, dividends, and sale proceeds can be repatriated under Office des Changes rules. A lawyer will coordinate with your bank to secure appropriate investment registration and evidence.

How much does a due diligence review cost

Fees depend on scope, sector complexity, and deadlines. Lawyers may propose fixed fees for standard corporate and real estate reviews, hourly rates for open ended investigations, and capped budgets for regulatory work. You should also budget for registry extracts, certificates, notarial costs where applicable, and sworn translations. Ask for a clear scope and fee proposal before starting.

Additional Resources

OMPIC - Office Marocain de la Propriete Industrielle et Commerciale. Central trade registry and corporate filings. Useful for company extracts, statutes, and publication references.

ANCFCC - Agence Nationale de la Conservation Fonciere, du Cadastre et de la Cartographie, Bureau de Tétouan. Land titles, cadastral plans, and registrations of mortgages and easements.

Agence Urbaine de Tétouan. Urban planning, zoning certificates, alignment and building permit information for properties in Tétouan and surrounding communes.

Direction Generale des Impots. Taxpayer accounts, tax clearance certificates, and audit procedures.

CNSS - Caisse Nationale de Securite Sociale, antenne Tétouan. Social security registration, contribution status, and clearance certificates.

Office des Changes. Foreign exchange regulations and investment repatriation framework for non resident investors.

UTRF - Unite de Traitement du Renseignement Financier. Financial intelligence unit for anti money laundering compliance.

CNDP - Commission Nationale de Controle de la Protection des Donnees a Caractere Personnel. Data protection authority for notifications and authorizations.

Conseil de la Concurrence. Competition and merger control authority for notification thresholds and antitrust issues.

Commercial and civil courts with jurisdiction over Tétouan. Court registries provide litigation and enforcement records that are pertinent to due diligence.

Ordre des Avocats de Tétouan. Local bar for finding licensed counsel experienced in corporate, real estate, and regulatory matters.

Ordre National des Notaires du Maroc and local notarial offices in Tétouan. For notarial deeds and land transfers.

Inspection du Travail de Tétouan. Labor inspectorate for workplace compliance matters and queries.

Centre Regional d Investissement Tanger Tétouan Al Hoceima. Investor services, company formation support, and administrative facilitation for the region.

Next Steps

Define your objectives and risk appetite. List what you need to confirm before signing, such as clean title, key customer stability, debt levels, or regulatory approvals. This helps your lawyer tailor a right sized scope.

Select local counsel and agree scope, timelines, and fees. Choose a firm with Tétouan experience in your sector. Sign a non disclosure agreement to enable a secure data room.

Prepare an initial information request list. Include corporate, financial, tax, labor, contracts, IP, property, licenses, environmental, and litigation items. Ask for public registry identifiers such as trade registry number and land title numbers to streamline searches.

Order critical certificates early. Tax and CNSS clearance, land title extracts, and zoning certificates can drive schedules. Build lead time for sworn translations and any apostille or legalization of foreign documents.

Conduct interviews and a site visit. Speak with management and key operational staff. Verify that physical assets, permits, and practices match the documents. For property, validate boundaries, access, and utilities on site.

Map findings to actions. Classify risks as price affecting, closing condition, warranty and indemnity item, or post closing remediation. Use a issues list with clear owners and deadlines.

Coordinate with your bank and notary. Align AML and KYC requirements, investment registration, and notarial formalities. Ensure funds flow and deed execution steps are confirmed in advance of closing.

Negotiate and document. Reflect findings in the transaction documents through representations and warranties, indemnities, covenants, escrows, or holdbacks. Set specific conditions precedent tied to outstanding permits or consents.

Plan post closing integration. Calendar filing deadlines, license transfers, employee notifications, and data protection updates. Assign responsibility for remedial actions identified during due diligence.

This guide is general information. For decisions on a specific project or transaction in Tétouan, consult a qualified Moroccan lawyer who can provide advice tailored to your facts and timeline.