MAROC GIE ACT
LexInter | October 13, 2009 | 0 Comments

MAROC GIE ACT

Article 1: Two or more legal persons may constitute among themselves for a

fixed or indefinite duration an economic interest group (GIE) with a view to setting up

works with all the appropriate means to facilitate or develop the economic activity of its members, and to improve or increase the results of this activity.

The activity of the group must be linked to the economic activity of its members and may not have

as an auxiliary character with respect to it.

The purpose of the group is not to make a profit for itself.

Article 2: The EIG must primarily exercise its activity on behalf of its members.

Consequently, the group cannot:

– replace its members in the exercise of their activity, nor exploit their business assets

in any form; however, it may, on an ancillary basis, exploit certain elements of

these funds, or create an ancillary fund;

– exercise, directly or indirectly, a power of direction or control of the own activity of

its members or hold, in any way whatsoever, shares or shares in a company

member;

– hold, except to the extent necessary for the achievement of its object and on behalf of its

members, in any way whatsoever, of shares or shares in a third party company or enterprise.

Article 3: The EIG can be set up without capital.

The rights of its members cannot be represented by negotiable securities. Any clause

contrary is deemed unwritten.

The group cannot be formed by means of a public offering.

However, it may issue bonds that are not convertible into equity securities for the benefit of its members,

if it is itself composed exclusively of companies authorized to carry out such issues at

general conditions of issue of these securities by said companies.

Article 4: The GIE has legal personality from the date of its registration in the register of

trade, whatever its purpose, without this registration giving rise to the presumption of

commerciality of the group.

People who acted on behalf of a GIE in formation before it acquired legal personality

shall be jointly and severally bound by the acts thus performed, unless the grouping,

after having been duly constituted and registered, does not resume the commitments made. These

commitments are then deemed to have been made from the outset by the group.

Article 5: The commercial or civil character of an economic interest grouping is determined by

its purpose, whether or not its members are traders.

If its object is commercial, it can carry out in the usual way and mainly all acts of

trading for its own account, subject to the provisions of article 2 above. He can be

holder of a commercial lease.

2

Article 6: The acts and documents emanating from the economic interest group and intended for

third parties, in particular letters, invoices, announcements and various publications, must clearly indicate the

name of the grouping, preceded or followed by the words “Economic interest group”, or

the acronym “GIE”, the name of the head office as well as the registration number in the register of

trade.

Article 7: The designation “Economic Interest Grouping” and the acronym “GIE” cannot be

used only by groups subject to the provisions of this law.

Chapter II: The Economic Interest Grouping Contract

Article 8: The economic interest grouping is created by virtue of a contract subject to the rules

general contract formation and the provisions of this law.

Article 9: The economic interest grouping contract determines the organization of the grouping and

the rights and obligations of its members, subject to the provisions of this law.

It is drawn up in writing and published under the conditions provided for in Chapter XII of this law.

All modifications to the contract are established and published in the same forms and conditions as

the contract itself. They are only enforceable against third parties from the date of this advertisement.

Article 10: The economic interest grouping contract must contain in particular the information

following:

1) the name of the group;

2) the purpose of the group;

3) the duration for which the group is constituted;

4) the address of the group’s headquarters;

5) the company name or corporate name, the legal form, the address of the registered office of each

members of the grouping, indication of the registration number in the trade register, if there is

takes place, for each of its members, as well as the date of their entry into the grouping if they were there

admitted after its constitution, with mention, where applicable, of the exemption granted to them from

any liability relating to the debts of the group prior to their admission in accordance with

the provisions of Article 17 below;

6) where applicable, the amount and nature of the contributions that must constitute the capital as well as the amount

of it.

Article 11: Members have the right to receive a copy or a copy of the contract of

economic interest group.

They have the right, after any modification of the contract, to have a certified copy communicated to them.

in accordance with the original of the contract in force.

Article 12: The economic interest grouping contract may be supplemented by a regulation

which sets the operating procedures of the group in accordance with the provisions of

last paragraph of article 30; this regulation is not subject to publicity.

Chapter III: Financial Assistance

Article 13: Without prejudice to the contributions that may be made in the event of incorporation with capital, the

3

GIE contract may provide for the collection of an entry fee when setting up a GIE or when

the entry of a new member.

The said contract may also provide that contributions intended to cover the costs of

operation of the EIG will be due periodically according to pre-established deadlines or called

according to the group’s operating needs.

Article 14: Members may grant loans or account advances to the group

current; they can also decide that all or part of the profits made, if any, will be

left at the disposal of the group, in the form of advances.

Chapter IV: Rights and Obligations of Members

Article 15: The rights and obligations of the members of the group are determined by the contract. AT

default, they are presumed identical.

Article 16: The members of the grouping are liable for its debts on their assets

clean. They are jointly and severally liable, unless otherwise agreed with the third party contracting party. If the latter agrees to

to divide its lawsuits, the members of the group are held by male shares, when it has not been

arranged otherwise by the agreement with the third party.

The creditors of the group cannot pursue the payment of debts against one or more

members only after having unsuccessfully given formal notice to the grouping, at the end of a period of fifteen

days following the date of said formal notice.

Article 17: The group can accept new members under the conditions set by the

contract. Except in the case of transfer of existing shares, a new member may, if the contract allows it,

be exempt from debts prior to joining the group, provided that the decision

exemption has been taken by the assembly of members and published under the conditions provided for in

chapter XII of this law.

Any member of the group may withdraw under the conditions provided for in the contract, subject to

that he has fulfilled his obligations.

Article 18: Any member of the group may transfer its participation in the said group or a

fraction thereof, either to another member or to a third party under the conditions provided for in the contract.

The transfer referred to in the previous paragraph must be recorded in writing and cannot be set up against the group.

only after it has been notified to him or accepted by him in an act having a certain date.

However, the notification of the assignment may be replaced by the filing of a copy of the deed of

transfer to the group’s headquarters against delivery by the administrator of a certificate to the depositor.

The transfer can only be set up against third parties after the conditions and formalities have been fulfilled.

the previous paragraphs and after completion of the publicity measures in accordance with the

provisions of chapter XII of this law.

The assignor must have fulfilled all his obligations towards the group.

Article 19: Any member of the group may be excluded for reasons listed in the contract

grouping and, in any case, when it seriously contravenes its obligations or when it causes or

that it is likely to cause serious disturbances in the functioning of the group.

This exclusion can only take place by decision of the competent court taken at the request of one of the

of the other members, unless the grouping contract provides otherwise.

Article 20: When a member ceases to be part of the group for a cause other than the

4

transfer of its rights, the value of the rights accruing to it or the obligations incumbent on it is

determined on the basis of the assets of the group as it is when this member

ceases to be part of it.

The value of the rights and obligations of the outgoing member cannot be fixed in advance. In

case of dispute, this value is determined under the conditions provided for in the third paragraph of

article 60 below.

Chapter V: The Administration of the Economic Interest Group

Article 21: The EIG is administered by one or more directors, chosen from among its members

or outside of them.

A legal person can be appointed director provided that it designates a representative

permanent which is subject to the same conditions and obligations and which incurs the same

civil and criminal liability only if he was a director in his own name, without prejudice to the

joint and several liability of the legal person it represents.

If for any reason whatsoever the group is devoid of administrators, any member

of the EIG or, where applicable, the statutory auditor (s), acting together or separately,

are required to bring together the members of the grouping as soon as possible or to carry out their

written consultation with a view to appointing at least one new administrator; failing that, any person

interested party may request from the president of the competent court, ruling in summary proceedings, the appointment of a

representative responsible for bringing the members together or consulting them in writing with a view to carrying out the

appointments required; in the meantime, the group is administered jointly by all

members unless it is an urgent act the omission of which would be prejudicial to the

group.

Article 22: The economic interest grouping contract, or the assembly of members failing this

stipulated by the contract, freely organize the administration of the grouping and appoint the

directors for whom it determines in particular the attributions, powers and conditions of

revocation.

Article 23: In relations with members, any administrator can perform all management actions

in the interest of the group, unless otherwise stipulated in the contract.

Article 24: In relations with third parties, the administrator (s) initiate the grouping by

the acts falling within the subject thereof. Any limitation of powers is unenforceable against third parties.

The group is committed even by acts which go beyond its purpose unless it proves that the

third party knew that the act went beyond this object or that he could not ignore it given the circumstances,

publicity of the contract alone is not necessarily sufficient to constitute this proof.

Article 25: Administrators are prohibited from contracting loans from the group, from

have overdrafts opened for their benefit or be guaranteed personal commitments

vis-à-vis third parties.

Article 26: The administrator (s) are responsible, individually or jointly, according to the

cases, towards the group or towards third parties, or infringements of the applicable legal provisions

to EIGs, either from the breach of the grouping contract, or from mistakes made in their management.

If several directors participated in the same facts, the court determines the contributory share of

each of them in repairing the damage.

Article 27: The members of the grouping can take action not only to compensate for the damage

that they would have suffered personally, but also in compensation for the damage suffered by the group

to which the damages obtained are awarded, if any.

5

Any clause of the contract having the effect of subordinating the exercise of this action to the prior notice or

a decision of the assembly of members, or to waive it in advance, is deemed unwritten.

Likewise, no decision of the members can have the effect of extinguishing an action by

liability against the directors for a fault committed in the performance of their

mandate.

Article 28: Liability actions against the administrator (s) both collective

that individual, are prescribed by five years from the harmful event or if it has been concealed, of

his revelation. However, when the act is qualified as a crime, the action lapses after twenty years.

Article 29: The provisions of Articles 702 to 710 of Law No. 15-95 forming the Commercial Code

are applicable to managers of EIGs of a commercial nature which have been the subject of a

judicial reorganization or liquidation.

Chapter VI: Meetings of Members

Article 30: The assembly of the members of the grouping is authorized to take any decision in

the conditions determined by the contract.

The assembly proceeds to the modifications of the contract and decides, if necessary, the provisions of the

internal regulations.

It also decides on the early dissolution, extension or transformation of the

grouping under the conditions determined by the contract.

The contract may also allocate to each member a number of votes different from that allocated to

others; failing this, each member has one vote.

Any member has the right to participate in collective decisions whatever their nature and whatever

or the number of its shares.

The decisions of the meeting are taken under the conditions of quorum and majority set by the

contract. Otherwise, its decisions are taken unanimously by all members.

Article 31: The assembly must meet at the request of at least a quarter of the members

of the group.

Article 32: The contract organizes the method of convening and meeting meetings and the

voting procedure; it may provide that, in certain cases, the meeting will be replaced by a

written consultation, but this is not permitted when it comes to approving the accounts or

make changes to the contract.

The time limit for convening a meeting or preceding a written consultation is at least fifteen

days, unless otherwise stipulated in the contract.

Article 33: Any meeting or written consultation must, under the conditions fixed by the contract,

be preceded by the communication to the members of the group, the reports of the directors and

where applicable, the statutory auditors, a summary of the accounts if the agenda includes

their approval and the draft resolutions that members are asked to vote on.

In addition, members of the grouping can at any time, but also without interfering in the

management, inquire about the affairs of the group from the administrator (s) and take

knowledge of books or documents enabling them to assess their financial situation.

Chapter VII: The Results of the Economic Interest Grouping

6

Article 34: The members of the group have complete freedom to determine the basis of distribution

profits and losses. Otherwise, this distribution is made in equal parts.

If there are profits, it can be stipulated that the capital providers will be entitled to a share

priority of these benefits in proportion to the amount released from their contribution and that the balance will be

distributed according to the volume of business carried out with each member of the group.

The same applies to losses and charges for operating costs.

The same rule can be applied to the distribution of the liquidation balance and for the calculation of the

final contribution of each member to liabilities towards third parties.

Article 35: Any economic interest group must keep regular accounts of its

operations depending on the nature of its activity.

Article 36: At the end of each financial year, the administrator (s) draw up an inventory of the various

elements of the assets and liabilities and draw up the accounts of the group, which must, where applicable

on the report of the statutory auditor (s), be approved by collective decision of the

members, under the conditions provided for in the contract.

The administrator (s) present a report to the members’ meeting on the situation of the

group and its activity during the past financial year.

Article 37: Profits, less general expenses and other charges, including

depreciation and provisions, are, if any, considered as the property of the members of the

grouping at the end of each financial year by the sole fact of their recognition and in proportion to the rights of

each ; however, in the presence of previous losses that would not have been covered by the

operating contributions, they must be allocated to absorbing these losses.

In the case of fictitious profits and restitution by members of the grouping of sums

received, they have recourse against the administrator (s) to obtain compensation for the

damage suffered, if applicable.

Article 38: The losses are charged to the members of the grouping, in proportion to their

obligations, unless it is exceptionally decided to enter them provisionally in deferral to

new.

The members of the group are not required in the event of loss to return to the assets of the

grouping the actual profits distributed in previous years.

Chapter VIII: Control of the Economic Interest Grouping

Article 39: The group’s accounts may be audited by one or more

auditors, appointed by collective decision of the members, under the conditions set

by contract.

However, the consortium is required to appoint one or more statutory auditors when

issues bonds in accordance to the 4 th paragraph of Article 3 above.

In the absence of an appointment in the event that the contract provides for the auditing of the accounts by one or more

auditors or in the case provided for in the previous paragraph, this is done by ordinance

the president of the tribunal, ruling in summary proceedings, at the request of any member, the directors duly

called.

Article 40: When the control of their accounts is carried out by one or more statutory auditors

accounts, the provisions of Law No. 17-95 on public limited companies relating to the conditions of

appointment of statutory auditors, particularly in matters of incompatibility, to their

7

powers, their obligations, their responsibility, their replacement, their challenge, their

revocation and their remuneration are applicable to EIGs, subject to the rules specific to said

groupings.

Chapter IX: The Transformation

Article 41: Any company or association whose object corresponds to the definition of the group

of economic interest can be transformed into such a grouping without giving rise to dissolution or

creation of a new legal person.

An economic interest group can be transformed into a general partnership, by decision

unanimous among its members, without giving rise to the dissolution or creation of a legal person

new.

Chapter X: The Dissolution of the Economic Interest Grouping

Article 42: Subject to other causes of dissolution provided for in the contract, the grouping

of economic interest is dissolved:

1) by the arrival of the term when it is determined;

2) by achieving or extinguishing its object;

3) by the will of its members under the conditions provided for in article 30 above;

4) by court order for valid reasons.

Article 43: When all the shares are in the hands of a single member, this

the latter has a period of one year to rectify the situation.

In the absence of regularization at the end of this period, the grouping is automatically dissolved.

Article 44: The dissolution of the economic interest group entails its liquidation; the

legal personality of the grouping subsists for the needs and until the closure of this liquidation.

The law and the contract continue to govern the grouping during the liquidation operations.

Chapter XI: The Liquidation of the Economic Interest Grouping

Article 45: The liquidation takes place in accordance with the provisions of the contract. Failing that, a liquidator

is appointed by the assembly of members or if the assembly has not been able to make this appointment, by

order of the president of the tribunal, ruling in summary proceedings, at the request of one of the members or of

anyone interested.

After payment of debts and, if applicable, resumption of contributions and reimbursement of entry fees,

the surplus assets are distributed among the members under the conditions provided for in article 34 above.

Article 46: The liquidator is responsible both to the EIG and to third parties for the consequences

damaging faults committed by him in the exercise of his functions.

Liability action against liquidators is prescribed under the conditions provided for in article 28.

of this law.

All actions against members of the group who are not liquidators, or their successors

prescribe by five years from the publication of the dissolution of the grouping.

Article 47: The administrator (s) cease their functions upon the appointment of the liquidator, but

the statutory auditor (s), if applicable, continue their mission until the close of the

8

liquidation.

Chapter XII: Publicity of the Acts of the Economic Interest Grouping

Article 48: Whatever the object of the grouping, the contract must be filed with the clerk of the court of

location of the group’s headquarters within thirty days of its date.

Article 49: Within one month of signing the contract constituting an EIG, an extract from this contract must

be published in a journal of legal notices and in the Official Bulletin.

This extract must mention:

1) the name of the group;

2) the object of the grouping indicated briefly;

3) the duration for which the group is constituted;

4) the address of the group’s headquarters;

5) where applicable, the amount and nature of the capital contributions and the portion paid up by each of the

members ;

6) the company name or company name, the legal form, the address of the registered office of each

members, and where applicable, their registration number in the trade register;

7) the surname, first name, capacity and domicile of the members or third parties empowered to engage the

grouping towards third parties;

8) indication of the court registry with which the GIE will be registered in the trade register.

Article 50: Publicity by deposit of documents or documents is made at the registry of the court of the place of the seat

of the EIG under the conditions provided for by the legislation and regulations relating to the register of

trade.

Article 51: The publicity formalities provided for in this chapter are carried out promptly and

under the responsibility of the legal representatives of the EIG.

During the liquidation, the liquidator performs under his responsibility the publicity formalities which

are the responsibility of the legal representatives.

Article 52: Are subject, under the same conditions, to the filing and publication prescribed in Articles

48 and 49 above:

– acts, deliberations or decisions having the effect of modifying the contract, including

changes in members, directors and auditors, if applicable;

– the decision to exempt a new member from the payment of debts arising prior to his

admission, if applicable;

– the acts, deliberations or decisions noting the dissolution of the grouping with the indication of

surname, first name and domicile of the liquidators and the seat of the liquidation;

– judicial decisions pronouncing the dissolution or nullity of the grouping;

– the acts, deliberations or decisions noting the closure of the liquidation.

9

Article 53: Subject to the regularizations provided for in Articles 58, 59 and 60 below,

failure to comply with filing and publicity formalities results in:

– in the case of articles 48 and 49: the nullity of the grouping;

– in the case of article 52: the nullity of acts, deliberations or decisions.

Article 54: Any person has the right to take communication of the documents lodged with the registry of the

competent court and have a copy, extract or copy delivered to it at its own expense, by the

clerk or by the notary holding the minute.

Chapter XIII: Nullities

Article 55: The nullity of an economic interest group or that of acts or deliberations

modifying the contract can only result from an express provision of this law or of one of the

causes of invalidity of contracts in general.

Any clause of the contract contrary to a mandatory provision of this law, the violation of which is not

not legally sanctioned by the invalidity of the grouping, is deemed unwritten.

Article 56: The nullity of acts or deliberations other than those provided for in article 55 above cannot

result only from the violation of a mandatory provision of this law or one of the causes of

invalidity of contracts in general.

Article 57: The action for nullity is extinguished when the cause of the nullity has ceased to exist on the day when the

court rules on the merits in first instance, unless this nullity is based on the illegality of the object

of the group.

Article 58: The court seized of an action for nullity has the faculty to grant, even ex officio, before

rule on the merits a sufficient time to allow the regularization. The granting of this period cannot be

refused by the court if it is justified to convene, for this purpose, a meeting or the

consultation of group members; the court cannot pronounce the nullity less than two months

after the date of the originating demand.

If at the end of the period provided for above no decision has been taken, the court shall rule on the action.

nullity.

Article 59: When the nullity of acts or deliberations subsequent to the constitution of the grouping is

based on the violation of the rules of publicity, any person having an interest in the regularization of the act

or the deliberation may give notice to the group to proceed within thirty days

from the said formal notice.

In the absence of regularization within this period, any interested party may apply to the president of the tribunal,

acting in summary proceedings, to appoint an agent responsible for carrying out the necessary formalities, at the expense

of the group.

Article 60: In the event of nullity of the grouping or of acts or deliberations subsequent to its

constitution, based on a defect of consent or the incapacity of a member, and when the

regularization can intervene, any person having an interest can put in default by letter

recommended with acknowledgment of receipt the one who is able to operate, either to regularize, or to act in

nullity within six months under penalty of foreclosure. This formal notice is notified to the

group.

When the action for nullity is brought within the period provided for in the previous paragraph, the group or any

member may submit to the tribunal any measure likely to suppress the interest of the applicant,

in particular by the repurchase or reimbursement of its rights. In this case, the court may either

declare the nullity, or make the proposed measures mandatory, if they have been previously

10

adopted by the group under the conditions provided for the modifications of the contract. The vote of

member of the group whose redemption or reimbursement of rights is requested is without

influence on the decision of the group.

In the event of a dispute, the value of the rights to be redeemed or reimbursed is determined

experts, appointed by mutual agreement by the parties or failing that, by order of the chairman of the

court ruling in summary proceedings.

Article 61: When the nullity of the grouping is pronounced, it terminates without retroactivity

the execution of the group’s contract.

With regard to the legal person which may have arisen, it produces the effects of a dissolution

pronounced by justice.

Article 62: Neither the grouping nor its members can claim a nullity with regard to

third party in good faith. However, the nullity resulting from the incapacity or a defect of the consent is

enforceable even against third parties by the incapable person and their legal representatives or by the member of the

group whose consent has been vitiated.

Article 63: The directors in office at the time when the nullity was incurred and the members

of the group to which it is attributable may be declared jointly and severally liable for the

damage resulting for members or for third parties from the cancellation of the grouping.

Article 64: Actions for invalidity of the grouping or of acts or deliberations subsequent to its

constitution are prescribed by three years from the day on which the nullity is incurred, subject to

the foreclosure provided for in article 60 (1 st paragraph) above.

Article 65: Liability action based on the cancellation of the grouping or of the acts or

deliberations subsequent to its constitution are prescribed by five years from the day on which the decision

cancellation has become irrevocable.

Article 66: The disappearance of the cause of nullity does not preclude the exercise of the action in

damages tending to repair the damage caused by the defect of which the grouping, the act

or the deliberation was tainted.

This action is prescribed by five years from the day on which the nullity was covered.

Chapter XIV: Penal Provisions

Article 67: The administrators of a GIE who

have omitted to indicate on the acts and documents emanating from the group and intended for third parties the

name of the said grouping, preceded or followed by the words “economic interest group” or

the initials “GIE” as well as the name of the head office and the registration number in the register of

trade.

Article 68: Shall be punished by imprisonment of one to six months and a fine of 1,000 to 10,000

dirhams or one of these two penalties only anyone who has employed in bad faith

the designation “economic interest group” or the abbreviation “GIE” or any expression likely to

confuse with these.

The court may, moreover, order at the costs of the condemned the publication of the judgment in two

logs to the maximum.

Article 69: In the event that the contract provides for the auditing of accounts by one or more

statutory auditors or in the case provided for in the 2 nd paragraph of Article 39 above, the provisions

penalties provided for in articles 403 to 406 of the aforementioned law n ° 17-95 are applicable, subject to the

rules specific to EIGs.

11

Article 70: The provisions of articles 67 to 69 of this law are applicable only if the facts

that they repress cannot be given a more serious criminal qualification under the

provisions of the Penal Code.

Chapter XV: Miscellaneous Provisions

Article 71: For anything not governed by this law, the provisions

of the dahir of 9 Ramadan 1331 (August 12, 1913) forming the Code of Obligations and Contracts and

provisions relating to general partnerships contained in Law No. 5-96 on registered partnerships

collective, the limited partnership, the limited partnership with shares, the limited

limited liability and the joint venture, as far as they are not incompatible

with the provisions of this law and with the nature and purpose of the interest groups

economic.

Articles 67 to 69 of this law are applicable only if the facts

that they repress cannot be given a more serious criminal qualification under the

provisions of the Penal Code.

Chapter XV: Miscellaneous Provisions

Article 71: For anything not governed by this law, the provisions

of the dahir of 9 Ramadan 1331 (August 12, 1913) forming the Code of Obligations and Contracts and

provisions relating to general partnerships contained in Law No. 5-96 on registered partnerships

collective, the limited partnership, the limited partnership with shares, the limited

limited liability and the joint venture, as far as they are not incompatible

with the provisions of this law and with the nature and purpose of the interest groups

economic.

Leave a Comment

Your email address will not be published.


CAPTCHA Image
Reload Image