Rabat, Morocco – The Moroccan government, during a meeting on Thursday, February 26, 2026, adopted a draft decree aimed at strengthening oversight of share issuance pricing for public limited companies. The move, presented by Minister of Industry and Trade Ryad Mezzour, seeks to amend and supplement existing regulations governing these financial operations, a key component of corporate finance in Morocco.
The draft decree, numbered 2.25.1080, modifies and expands upon decree 2.09.481, originally issued on December 21, 2009, to implement law 17-95 concerning public limited companies. The core change focuses on bolstering the information required in reports submitted by auditors, specifically regarding capital increases. According to Minister Delegate in charge of Relations with Parliament and government spokesperson Mustapha Baitas, the updated regulations will now mandate the inclusion of the conditions determining the share emission price, alongside the price and amount itself, within the auditor’s report. This increased transparency is intended to provide greater clarity for investors and regulators.
Enhanced Auditor Responsibilities
The revisions extend beyond simply adding information to the auditor’s report. The decree also modifies the requirements for the auditor’s assessment of the share emission price. Specifically, auditors will now be required to provide an opinion on the validity and accuracy of the bases used to calculate the price, the range considered, and the conditions for its determination, as approved by the company’s board of directors or management. This represents a significant increase in the auditor’s responsibility and scrutiny of these critical financial decisions.
This move comes as Morocco continues to develop its financial markets and attract both domestic and foreign investment. Ensuring fair and transparent pricing of shares is seen as crucial to maintaining investor confidence and promoting sustainable economic growth. The government has signaled a commitment to modernizing its regulatory framework to align with international best practices.
Impact on Capital Increases
Capital increases are a common method for companies to raise funds for expansion, investment, or debt reduction. The new regulations will directly impact how these operations are conducted, requiring companies to provide more detailed justification for their share pricing. This is expected to lead to more rigorous internal controls and a greater emphasis on independent valuation.
The changes are also likely to increase the workload for auditors, who will now require to conduct more thorough reviews of the pricing methodologies employed by companies. However, the government believes that the benefits of increased transparency and investor protection outweigh the additional costs.
Broader Context of Corporate Governance
The adoption of this decree is part of a broader trend towards strengthening corporate governance in Morocco. In recent years, the government has implemented a series of reforms aimed at improving transparency, accountability, and investor protection. These efforts are intended to create a more attractive investment climate and promote sustainable economic development. L’Opinion reports that the decree reinforces control over the price of share emission.
The decree builds on existing legislation, specifically law 17-95 relating to public limited companies, and aims to clarify and enhance its application. The government’s focus on updating these regulations demonstrates its commitment to maintaining a modern and competitive business environment.
The Council of Government’s decision, as reported by Agadir Today, underscores the importance placed on ensuring the integrity of financial markets and protecting the interests of shareholders.
The next step in the process is the publication of the final decree in the official gazette. Following publication, the new regulations will approach into effect, requiring companies to comply with the updated requirements for capital increases and share issuance pricing. Further details regarding the implementation timeline and specific guidance for companies are expected to be released by the Ministry of Industry and Trade in the coming weeks.
This is a developing story. Check back for updates as more information becomes available.
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