Appointment and independence of the statutory auditor in Morocco

Statutory Auditor in Morocco: Mandatory Appointment and Independence

By Verion Audit & Conseil - Accounting, Auditing, and Consulting, Casablanca  - August 2026

Legal and financial information note – Statutory Audit in Morocco Series 1/3

Avant de nommer un commissaire aux comptes, une société doit répondre à deux questions : la nomination est-elle obligatoire et le professionnel envisagé est-il réellement indépendant ? Une réponse incomplète peut fragiliser le contrôle légal et les décisions prises sur la base de ses rapports.

1. Which companies must appoint a statutory auditor ?

- SA and SCA: mandatory, with no revenue threshold.

Every Public Limited company (SA) must have one or more statutory auditors. The first auditors are named in the articles of association or in a separate document attached to them; they officially take office when the company is registered in the trade register. The partnership limited by shares (SCA) has the same obligation: its ordinary general meeting appoints one or more auditors.

Companies that raise funds from the public, as well as banking, credit, investment, insurance, capitalization and savings companies, must appoint at least two statutory auditors. Sector-specific rules may add extra requirements.

- SNC, SCS and SARL: the 50 MDH threshold (excluding VAT).

A general partnership (SNC), limited partnership (SCS) or limited liability company (SARL) must appoint at least one statutory auditor when its revenue, at the closing of the financial year, is strictly above 50 million dirhams excluding VAT. The test is based on revenue excluding VAT, not revenue including VAT.

Below this threshold, the appointment can remain voluntary. It can also be requested from the president of the court ruling in summary proceedings: by a single partner in an SNC or SCS, and by one or more partners together holding at least 25% of the capital in an SAR.

- SAS : a regulatory threshold to check.

In a simplified joint-stock company (SAS) or its single-member form (SASU), the partners may voluntarily appoint one or more auditors. The appointment becomes mandatory when revenue exceeds the amount set by regulation. The 50 MDH threshold that applies to the SARL should therefore not be automatically applied to the SAS without checking the regulation in force. Even below the threshold, a single partner can ask the court to appoint an auditor.

- Joint venture company (société en participation): a case-by-case analysis.

A joint venture company has no legal personality and is not registered. It therefore has no statutory audit regime of its own, comparable to that of an SA or SARL. When it is commercial in nature, the SNC rules apply by default to relations between partners, unless agreed otherwise. The agreement and the way the company actually operates must be reviewed before reaching a conclusion.

2. When should you act ?

- Do not wait for the meeting that approves the accounts.

If an SNC, SCS or SARL moves from 47 MDH in year N-1 to 53 MDH in year N, the obligation exists at the closing of year N. The auditor must be able to audit the year N accounts and deliver their report before those accounts are approved. Revenue should therefore be monitored from the fourth quarter onwards, and the appointment prepared without waiting for the annual meeting.

Mistake to avoid : An engagement letter organizes the work and the fees, but it does not replace the appointment decision made by the competent body. Appointing the auditor during the very meeting that approves the accounts concerned is too late for them to carry out their work properly.

3. Who can be appointed ?

No one can act as a statutory auditor unless they are registered with the Order of Chartered Accountants (Ordre des experts-comptables). This must be checked before the decision, whether the engagement is given to an individual or to an accounting firm.

4. Independence must be checked before and during the engagement

The auditor reviews accounts prepared under the company’s responsibility. They therefore cannot certify work they produced themselves, or be in a position to represent the company they audit.

• Self-review: a firm that keeps the books or prepares the financial statements cannot certify those same accounts;

• Other services: Other services: tax, advisory, recruitment or representation services must be examined when they could affect independence or lead the auditor to give an opinion on their own work;

• Ties with the company: founders, contributors in kind, beneficiaries of special advantages, directors and members of management or supervisory bodies cannot be auditors of the company or its subsidiaries; certain family ties are also covered;

• Five-year rule : : a person who has managed an SA cannot become its auditor for at least five years after leaving office; the opposite rule also applies;

• Joint audit: two auditors of the same company cannot belong to the same firm or the same accounting company.

What if an incompatibility arises during the term of office.

The professional must immediately stop performing their duties and inform the board of directors or the supervisory board no later than fifteen days after the incompatibility arises. The company must then organize their replacement.

Legal risk : Decisions taken on the basis of the report of an auditor who was irregularly appointed, or kept in office despite an incompatibility, may be declared void. Independence therefore also protects the legal certainty of corporate decisions.

5. Quick decision table

Conclusion

A valid appointment relies on two complementary checks: correctly identifying the obligation that applies to the company’s legal form, and verifying the professional’s independence before the decision. These checks should be documented and reviewed every year throughout the engagement.

Textes de référence : Law No. 17-95 on public limited companies, in particular Articles 20, 159 to 162 and 178; Law No. 5-96, in particular Articles 12, 13, 21, 31, 34, 80, 83, 88 and 89; Law No. 19-20, in particular Article 43-11 on the SAS  

The information presented here is general and based on the texts consulted at the date of publication. It does not replace the legal and professional analysis of a specific situation..

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