Selling your shares to a third party is not unrestricted: you need the agreement of the other partners. Transfer to third parties requires the consent of the majority of partners representing at least three quarters of the shares (art. 58).
The procedure is strictly framed:
- Notify the proposed transfer to the company and to each of the partners, by the means provided in the Code of Civil Procedure or by registered letter with acknowledgment of receipt (art. 58).
- If the company does not respond within thirty days following the last notification, consent is deemed to be obtained (art. 58).
- In the event of a refusal, the partners have thirty days to acquire or arrange the acquisition of your shares at a price set by an expert (art. 58, referring to art. 14). The company may also, with your agreement, reduce its capital and buy back your shares (art. 58).
- If none of these solutions is achieved within the deadlines, you may carry out the transfer originally planned (art. 58).
Note: between partners, the shares are freely transferable (art. 60), and between spouses, relatives, and in-laws up to the second degree, they are freely transferable unless the articles of association contain an approval clause (art. 56). Every transfer must be recorded in writing on pain of nullity (art. 61, referring to art. 16).
Autres questions posées par les lecteurs
Sous-questions regroupées par notre recherche — chacune renvoie vers sa réponse complète de niveau B/C.
+−How to Remove an LLC Manager in Morocco?
LLC managers need three-quarters partner vote to remove. Removal without just cause risks damages claims. Courts can also remove for legitimate cause.
+−What's the minimum capital for an LLC in Morocco?
The law imposes no minimum capital for an LLC: it is freely set in the articles of association (art. 46). Cash contributions are paid in for at least one quarter, the balance within five years, and above 100,000 dirhams the funds go into a blocked account (art. 51).
+−Can I set up my LLC on my own as a sole partner in Morocco?
Yes: an LLC may be formed by a single person known as the "sole partner" who exercises all the powers of the partners (art. 44), except that a single-partner LLC cannot be held by another single-partner LLC (art. 49).
Ceci est une information juridique générale, et non un conseil juridique. Pour un conseil adapté à votre situation, consultez un avocat inscrit au barreau au Maroc.
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