Corporate mergers in Morocco: from the universal transfer of assets to the protection of stakeholders

Abstract

Company mergers are among the most significant restructuring operations under Moroccan business law, balancing the need for asset consolidation with the requirement to protect stakeholders. This article examines the capacity of the Moroccan legal framework to reconcile the efficiency of the transaction with legal certainty for shareholders, creditors and employees. Through an analysis of the normative foundations of mergers (Law 17-95, Law 104-12, the General Tax Code and the Labour Code), its procedural framework (due diligence, competition scrutiny, the involvement of statutory auditors, decisions by general meetings), its tax regime (immediate taxation and tax deferral) and its multiple legal effects, it appears that the Moroccan legislature has established the merger as a highly regulated process. The analysis shows that Moroccan law seeks to reconcile the need to facilitate corporate restructuring with the requirement for legal certainty and the protection of stakeholders’ interests.

Keywords: Company mergers; merger by absorption; universal transfer of assets; Law No. 17-95; restructuring; minority shareholders; creditors; employees; competition law; taxation of mergers; governance; intra-group restructuring.

Received Date: June 19, 2026

Accepted Date: July 10, 2026

Published Date: August 01, 2026

Available Online at: https://www.ijsrisjournal.com/index.php/ojsfiles/article/view/839