Sensitive transactions: when should the statutory auditor be involved?

Sensitive transactions: when should the statutory auditor be involved ? 

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

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

The statutory auditor’s role goes beyond auditing and expressing an opinion on the annual financial statements. Certain capital transactions, contributions in kind, company conversions, financial difficulties and related-party transactions require specific procedures or reports.

The best practice is to involve the statutory auditor before making a decision, as a report prepared afterwards may not always remedy a procedural failure.

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What are the related engagements of the statutory auditor?

1. Share capital transactions 

- Share capital increase with cancellation of pre-emptive subscription rights in a public limited company (SA).

In a public limited company (Société Anonyme – SA), a shareholders’ meeting that decides to cancel pre-emptive subscription rights must consider both the management body’s report and the statutory auditor’s report. Failure to comply with this requirement may result in the decision being declared null and void.

Where the cancellation benefits one or more specifically designated persons, the statutory auditor must prepare a special report on the issue price or the method used to determine it.

The auditor must also indicate whether the calculation methods used appear accurate and reliable.

The management body’s report must be provided to the statutory auditor at least 45 days before the shareholders’ meeting.

- Share Capital reduction.

In an SA, the proposed capital reduction must be submitted to the statutory auditor at least 45 days before the shareholders’ meeting.

The shareholders decide on the reduction after considering the auditor’s report, which includes an assessment of the reasons for and conditions of the proposed reduction.

In a private limited liability company (Société à Responsabilité Limitée – SARL) that has a statutory auditor, the same 45-day period applies. The auditor presents their assessment to the shareholders’ meeting.

2. Contributions in kind and Company conversions

- The contribution auditor performs a separate assignment.

When a shareholder contributes property, a business, equipment or another asset instead of cash, the valuation may require the appointment of a contribution auditor (commissaire aux apports).

This is a specific assignment, separate from the company’s statutory audit engagement.

The contribution auditor’s report describes the assets contributed, explains the valuation methods used and assesses the assigned values to protect the interests of other shareholders.

In an SA, this report is required upon incorporation. In principle, the same valuation procedures apply when share capital is increased through contributions in kind.

In a SARL, the founding shareholders may unanimously agree not to appoint a contribution auditor at incorporation, provided that:

No individual contribution exceeds MAD 100,000.

The total value of the contributions exempted from valuation does not exceed half of the share capital.

When a SARL increases its share capital through contributions in kind, the contribution auditor is appointed by an order of the President of the Court, at the manager’s request.

- Conversion into a public limited company.

Converting an existing company into an SA requires a report prepared by one or more conversion auditors (commissaires à la transformation).

They assess the company’s assets and liabilities, any special benefits granted to certain parties, and the company’s overall financial position.

Their report must confirm that the company’s net assets are at least equal to its share capital.

The report must be made available to shareholders at the registered office at least eight days before the shareholders’ meeting.

3. The Early Warning Procedure

The statutory auditor should not wait until the company is unable to meet its debts as they fall due.

Where management has not addressed a legal, economic, financial or social difficulty that could threaten the company’s ability to continue operating, the Moroccan Commercial Code provides for a progressive early warning procedure.

• Within eight days of identifying the difficulty, the statutory auditor informs the company’s manager or director by registered letter with acknowledgement of receipt and requests corrective action.
• If management fails to respond within 15 days of receiving the letter, or if no effective solution is found, management must arrange for the general meeting to consider the matter within a further 15 days, following presentation of the auditor’s report.
• If the general meeting does not deliberate, or if the company’s ability to continue operating remains threatened despite the decision taken, the statutory auditor, the manager or any shareholder informs the President of the Court.

What circumstances may trigger the early warning procedure?

The loss of a major customer, withdrawal of a credit facility, overdue tax or social security liabilities, persistent cash flow difficulties, significant litigation or the loss of a key contract may be more revealing than a loss reported in the financial statements.

Important. The early warning procedure is not a penalty. Its purpose is to identify and address difficulties early, encouraging the company to adopt corrective measures before the situation becomes irreversible.

4. Irregularities, Suspected Criminal Offences and Reporting Obligations

The statutory auditor must inform the company’s administrative, management or supervisory bodies of any irregularities, inaccuracies and facts that appear to constitute criminal offences identified during the audit engagement.

Management cannot override this obligation through instructions to the auditor.

This reporting responsibility must be distinguished from other obligations imposed by specific legislation, particularly those relating to anti-money laundering (AML).

5. Related-party agreements

- In a public limited company.

A transaction entered into with a director, executive officer or shareholder directly or indirectly holding more than 5% of the share capital or voting rights is subject to a specific approval procedure.

This procedure involves:

• Informing the relevant corporate body.
• Obtaining prior authorisation.
• Notifying the statutory auditor.
• Obtaining approval from the ordinary general meeting of shareholders.

The statutory auditor must present a special report to the general meeting on the authorised transactions that have been reported to them.

The shareholders then decide on these transactions based on the report.

The auditor’s role therefore goes beyond receiving a list of transactions: it includes preparing a report that enables shareholders to make an informed decision.

The Chairperson of the Board must inform the statutory auditor of authorised transactions within 30 days of their conclusion.

Where a previously authorised transaction continues during the financial year, this must be reported within 30 days after the financial year-end.

For routine transactions conducted under normal commercial terms, a list of significant transactions must be provided to the statutory auditor within 60 days after the financial year-end.

- In a limited liability company.

Where a statutory auditor has been appointed, the auditor presents a report to the shareholders’ meeting on transactions entered into, directly or through an intermediary, between the SARL and one of its managers or shareholders.

If no statutory auditor has been appointed, the company’s manager presents this report.

Routine transactions conducted under normal commercial terms are excluded from this procedure.

Best practice. Maintain a register of related-party transactions, identify the company’s legal form and the relationship with the parties involved, and provide the relevant information to the statutory auditor without waiting until the financial year-end. Late reporting increases the risk of omissions or delayed corrective action.

Conclusion

The statutory auditor should be involved at an early stage of sensitive corporate transactions.

Consulting the auditor before making a decision helps identify the required assignment or report, comply with statutory deadlines and ensure that the proper procedures are followed.

Corrective action taken afterwards is often more costly and may not be sufficient to remedy procedural failures.

Verion Audit & Conseil supports you every step of the way: eligibility assessment and tax simulation, preparation of the authorization application, legal and financial structuring, negotiation of the investment agreement, and compliance with accounting, tax, and social security regulations.