What regulatory steps and licenses are needed to launch a private equity fund in Morocco?

To launch a private equity vehicle in Morocco, you will primarily operate under the OPCC (Organisme de Placement Collectif en Capital) framework. This regime has been modernized recently (notably by Law No. 58-22) to align with international standards, introducing lighter rules for professional investors.

The following section outlines the regulatory steps and tax treatments for your fund.

1. Regulatory Steps & Licensing
The regulatory authority for private equity in Morocco is the AMMC (Autorité Marocaine du Marché des Capitaux).

Fund Structure: The OPCC
You must set up your fund as an OPCC. This vehicle is specifically designed for private equity and venture capital.

Approval: The fund itself must be approved by the AMMC.

OPCC-RFA: For a private equity vehicle targeting professional investors, you should likely opt for the OPCC-RFA (Règles de Fonctionnement Allégées). This \"light\" category offers more flexible investment rules compared to public funds.

Depositary: You are required to appoint an independent depositary (typically a bank) to hold the fund's assets and ensure compliance with regulations.

Management Entity: The Société de Gestion
The fund must be managed by a dedicated management company (Société de Gestion), which requires separate licensing.

Legal Form: The management company must be incorporated as a Société Anonyme (SA).

Minimum Capital: The minimum share capital required for the management company is 1 million MAD.

Authorization Process: You must submit an application file to the AMMC containing:
Articles of Association.
A detailed business plan and investment strategy.
Proof of human and technical resources to manage the fund.
Identities of the founders and managers (fit and proper tests).

2. Tax Treatment of Distributions
Moroccan law offers a transparency regime for OPCCs, meaning the fund itself is generally exempt from Corporate Income Tax (CIT), and taxation occurs at the investor level.

3. Taxation of Carried Interest
Unlike some jurisdictions (e.g., France or the UK) that have a specific statutory definition and tax rate for carried interest, Morocco does not have a dedicated carried interest tax regime in its General Tax Code. The tax treatment depends entirely on how you structure the interest legally:
Structured as Shares (Capital Gains):
If the carried interest is structured as a distinct class of shares (actions) held by the managers, any gain realized upon exit is typically treated as a capital gain on movable assets (profits de capitaux mobiliers).

Rate: 20% flat rate on the net gain.

Requirement: Managers must usually invest their own capital to subscribe to these shares to justify the investment nature of the gain versus a salary nature.

Structured as Bonus/Fee (Salary):
If the carried interest is paid out as a performance fee or bonus without underlying share ownership, it will be reclassified as salary income (revenus salariaux).

Rate: Taxed at the progressive Income Tax (IR) scale, which goes up to 38%.

Social Charges: This would also attract social security contributions, making it significantly less tax-efficient.

Recommendation: Most GPs in Morocco structure carried interest as a capital investment (via a dedicated vehicle or special class of shares) to secure the 20% capital gains tax rate.