International Capital Gains in Morocco: 2026 Tax Guide for Non-Residents and Bilateral Conventions

Are you a non-resident considering selling shares in a Moroccan company or real estate in Morocco? The taxation of international capital gains is a specific area that requires a deep understanding of Moroccan tax law and bilateral agreements. In 2026, several key rules apply, notably the distinction between taxation of securities and real estate, as well as the concept of real estate predominance.

Disposal of Shares by a Non-Resident in Morocco

When a non-resident disposes of shares or stock in Moroccan companies, the capital gains realized are taxable in Morocco. It's crucial to note that this is not a final withholding tax of 15% on the gross amount of the disposal, but rather a tax on the net profit (difference between selling price and acquisition price) declared through a tax return.

• For non-resident legal entities: The net profit is subject to Corporate Income Tax (IS).
• For non-resident individuals: The net profit is subject to Personal Income Tax (IR) at a rate of 20% (Art. 73-II CGI).

A notable exception concerns capital gains from the disposal of securities listed on the stock exchange, which are exempt, unless they relate to companies with a real estate predominance (Art. 6-I-A CGI). For comprehensive support with tax declarations and compliance, our experts in accounting services can assist you.

The non-resident seller is responsible for declaring and paying the tax. The application of this tax is always subject to the stipulations of the tax treaty signed between Morocco and their State of residence.

Scope of Share Disposal

This regulation covers all disposals of equity securities (SARL shares, SA shares, SNC shares), provided that the issuing company is incorporated under Moroccan law or has its registered office in Morocco. The location of the company determines the territoriality of the tax, even if the transaction takes place abroad between two non-residents. If you are considering statutory modifications related to these disposals, we are here to guide you.

Real Estate Capital Gains for Non-Residents in Morocco

Tax on Real Estate Profits (TPI)

Article 61-II of the General Tax Code (CGI) stipulates that profits realized by non-residents from the disposal of real estate located in Morocco are subject to the Tax on Real Estate Profits (TPI). The applicable rate is 20% of the net profit, with a minimum of 3% of the selling price.

Net profit is calculated by deducting the acquisition price (revalued annually by the tax administration's coefficients) and fixed acquisition costs (15% of the acquisition price or justified investment expenses) from the selling price.

Reporting Obligations and Responsibility

The non-resident seller must file a real estate profit declaration within 30 days following the disposal with the competent tax administration. The notary, as the instrumenting party, is jointly and severally liable for the payment of the TPI and must escrow the corresponding amount.

Real Estate Predominance: A Key Rule (Art. 61 bis of the CGI)

Definition and Impact

Article 61 bis of the CGI introduces the concept of a "real estate predominant company." A company is deemed to be such if more than 50% of its assets consist of real estate or real estate rights not allocated to operations. This rule is crucial for entities holding real estate and for those looking to optimize their startup legal status creation, especially via an SCI.

The disposal of shares or stock in such a company (SCI, SARL, etc.) is fiscally treated as a direct real estate disposal. Consequently, the TPI regime (20% of net profit, minimum 3%) applies, rather than the general regime for taxing net profit from securities disposal.

Clarifications from DGI Circular Note 2024

In 2024, the General Directorate of Taxes (DGI) clarified that the valuation of real estate assets for determining real estate predominance must be based on their market value at the date of disposal, not their net book value. This clarification significantly extends the scope of this rule, impacting many companies whose fixed assets are heavily depreciated for accounting purposes but retain a high market value.

International Tax Treaties and Capital Gains

Most tax treaties signed by Morocco, based on the OECD model (Article 13), determine the allocation of the right to tax capital gains:

• Real Estate: The State where the real estate is located retains the right to tax.
• Shares and Stock (non-real estate company): In principle, only the State of residence of the seller can tax the capital gain. Morocco waives its right if a treaty stipulates it.
• Real Estate Predominant Companies: A major exception – the State where the real estate is located (Morocco in this case) regains the right to tax when the disposed shares derive more than 50% of their value from real estate assets.

Summary Table of Rates and Treaties

Tax Credit and Elimination of Double Taxation

When a treaty allows Morocco to retain its right to tax, the seller's State of residence generally grants a tax credit. This credit is equal to the tax paid in Morocco, up to the limit of the tax due in the State of residence on the same income. This mechanism aims to avoid double taxation and can vary according to the treaties (ordinary imputation method or exemption method with progression). For personalized advice, do not hesitate to consult our experts in legal advisory & dispute resolution.

Case Study: Disposal of Moroccan SCI Shares by a French Resident

Let's imagine Mr. Dupont, a French tax resident, owns 100% of the shares in a Moroccan SCI (Société Civile Immobilière) that owns an apartment in Casablanca. He sells his shares for 2,000,000 MAD. The revalued acquisition price is 1,200,000 MAD.

• In Morocco: Since the SCI is a real estate predominant company, the disposal is treated as a real estate disposal. The net profit is 800,000 MAD. The TPI amounts to 160,000 MAD (20% of 800,000 MAD), which is higher than the minimum of 60,000 MAD (3% of 2,000,000 MAD). Mr. Dupont therefore owes 160,000 MAD to the Moroccan tax authorities.
• In France: In accordance with Article 13 § 4 of the Franco-Moroccan convention, France recognizes Morocco's right to tax. Mr. Dupont declares the capital gain in France but benefits from a tax credit equivalent to the tax paid in Morocco, thereby avoiding double taxation.

Secure Your International Capital Gains with iHub

The tax management of international capital gains in Morocco is a complex field, where the intersection of domestic law and bilateral conventions is paramount. The classification of the transaction (disposal of securities or real estate predominant company) is decisive for the applicable rate and the right to tax. Specialized support is essential to secure your transactions, ensure tax compliance, and optimize the use of conventional tax credits. Trust iHub to navigate these complexities with expertise.