Morocco to promulgate laws governing crowdfunding in 2019

 

In the last five years Morocco has made the financial inclusion of entrepreneurs a priority. Indeed, a series of measures have been adopted to facilitate access to financing for entrepreneurial projects.

In this respect, the Finance Law of 2019 maintained the provisions of the Finance Law of 2018 relating to income tax reductions for firms that acquire stakes – capped at Dh200,000 (€18,000) – in the share capital of start-ups. The foreign exchange instruction of January 1, 2019 (see overview) also enables start-ups to pay for imports of services related to their activities using international payment cards (under “e-commerce”) valued at up to Dh500,000 (€45,000) per calendar year. The Ministry of Economy and Finance is also working on a bill related to angel investors, which will determine the legal regime applicable thereto and set forth some incentives for investments made by this group.

One of the most eagerly anticipated regulations among entrepreneurs relates to crowdfunding. A bill on crowdfunding – which has been prepared and was supposed to be adopted in 2018 according to the presentation note of the Finance Law of 2018 issued by the Ministry of Economy and Finance – is currently at the level of the secretary-general of the government and is expected to be adopted in 2019.

The note presenting the bill lists the objectives of setting up a legal framework for crowdfunding. These include mobilising new sources of funding for small and medium-sized enterprises and young people with innovative projects, and financing projects with a high social impact. Crowdfunding transactions covered by the bill are debt, equity or donation-based.

The bill sets a derogatory regime to Law No. 103-12 relating to credit institutions and associated bodies, to Law No. 44-12 on the public offering and to Law No. 004-71 on the call for public generosity. The bill sets the following crowdfunding limits:

• Dh5m (€450,000) as the maximum amount that can be sourced for the benefit of one project; and

• Dh250,000 (€22,500) and Dh500,000 (€45,000) as the maximum that can be engaged by an individual for each project, and as an aggregate, at the end of a calendar year in crowdfunding transactions. Individuals qualified as accredited investors are not subject to the two last restrictions.

Fundraising is done exclusively through crowdfunding platforms (CPs), which enable the link between project promoters and contributors. CPs are established and managed by crowdfunding companies (CCs). All CCs are duly licensed and controlled either by the Moroccan central bank, Bank Al Maghrib, when carrying out debt- or donation-based crowdfunding transactions, or by the Moroccan Capital Markets Authority when operating equity crowdfunding.

The bill also provides for CPs dedicated to the implementation of sharia-compliant crowdfunding transactions. Only commercial companies that fulfil the following conditions may exercise as CCs:

• Having as its main activity the management of a CP;

• Having its head office in Morocco;

• Having a minimum share capital of Dh300,000 (€27,000), fully paid up upon incorporation; and

• Providing adequate guarantees regarding its organisation, human and technical resources, information systems, and, in terms of security, its business-continuity plan and the fight against money laundering and terrorist financing. To protect the contributors, the bill puts an obligation on CCs to provide them with:

• All the information relating to the operation of the CP, including the eligible projects, the conditions of their selection and the modalities of the remuneration of the CC;

• The operating procedures of each crowdfunding category and the related risks, etc; and

• The characteristics of each project and the financial conditions relevant to the proposed crowdfunding transaction.

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The Report: Morocco 2019

Legal Framework chapter from The Report: Morocco 2019

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