The manager of an LLC may be removed by the partners representing at least three quarters of the shares (art. 69). Any clause in the articles of association contrary to this rule is deemed unwritten (art. 69).
Two essential points:
- Just cause protects the company. If the removal takes place without just cause, the manager may obtain damages (art. 69). So be sure to document the reasons (management faults, breaches) before deciding.
- The judicial route also exists. Independently of the partners' vote, the manager may be removed by the courts for legitimate cause, at the request of any partner (art. 69). This is useful when you do not reach the three-quarters majority but there is a serious ground.
Be careful not to confuse removal with liability: if the manager has committed management faults, violated the articles of association, or breached the law, they incur civil liability toward the company or third parties (art. 67). Partners representing at least one quarter of the capital may even bring the corporate liability action against them (art. 67). This action is in principle time-barred after five years from the harmful act (art. 68).
Esto es información jurídica general, no asesoramiento legal. Para asesoramiento sobre su situación específica, consulte a un abogado colegiado en Marruecos.