Frequently asked questions
Cooperatives are governed by: law no. 112-12 of November 21, 2014 relating to cooperatives, the provisions of Decree no. 2-15-617 of March 24, 2016 laying down the rules for organizing and managing the cooperative register, Order of the Minister of Justice and Freedoms no. 1369.16 of 2 Chabane 1437 (May 9, 2016) relating to setting the form and content of the local cooperative register and the models for registration and deletion applications, in addition to a model certificate and extract from said register.
A cooperative is a group of natural and/or legal persons who agree to join together to create an enterprise that enables them to satisfy their economic and social needs, and that is managed in accordance with the fundamental values and principles of cooperation recognized worldwide.
There are seven internationally recognized fundamental principles of cooperation. Adopted by law n° 112-12, they are :
- Membership is voluntary and open to all;
- Democratic management of cooperatives ;
- Economic participation of members ;
- Autonomy and independence;
- Education, training and information ;
- Cooperation between cooperatives ;
7. Commitment to the community.
The aims of cooperatives are many and distinct from those of associations. These are economic, social, educational and environmental objectives.
All shares, whether in cash or in kind, in any company
physical and moral members. This capital must not
not be less than 1000 dirhams (each share may not be
not be less than 100 dirhams).
The cooperative is formed by the completion of
several measures culminating in the registration of the
cooperative in the local cooperative register. These
are as follows: approval
choice of name, signature of status,
opening a bank account, obtaining a receipt
local authorities, registration of the cooperative in the
local register of cooperatives and obtain a copy
the registration form, which contains the number
registration in the local register of
cooperatives.
In addition to the Office du Développement de la
Cooperation (ODCO), the following administrations
are also concerned by the constitution of the
cooperative :
- Ministry of the Interior (local authority) ;
- Technical administration concerned by
the cooperative's business ;
- Ministère des Finances (Direction des impôts) .
Membership of the cooperative requires the exercise of a
activity that falls within the scope of the
cooperative (with the exception of housing cooperatives)
which impose on the member the non-ownership of a
decent housing in the territorial district of the
cooperatives, and consumer cooperatives which
do not require the performance of a specific activity for
membership). It is important to mention here that
membership of the cooperative does not mean
complementarity in the professions (the cooperative has
accountant, secretary, janitor...
and cannot be constituted between these persons
who have to be recruited by the cooperative), which is
asked in the cooperative is rather a similarity
in the exercise of the same activity.
Becoming a cooperative enables you to
to exercise the following rights: withdrawal, contracting with
shares to others, consultation of documents and
registers, candidacy for the Board of Directors or
to the position of Managing Director or to the Supervisory Board, assist
at the various cooperative meetings, the expression
of its opinion, voting, requesting information.
Obtaining cooperative status requires the following
to the cooperative: subscription in full
of the shares, the exercise of the function, exclusivism, the
attendance at meetings, compliance with
general meeting and board decisions
the preservation of professional secrecy
without causing damage to the cooperative
The content of the provisions included in the statute of the
cooperative is defined by article 5 of law n° 112-12
on cooperatives. The Development Office
de la Coopération has developed
downloadable from its electronic portal :
www.odco.gov.ma.
The cooperative statutes are signed by the members
founders or their representatives for
moral.
- Application for a name certificate ;
name approval certificate
- The articles of association of the cooperative, duly signed ;
- The list of cooperative members ;
- A copy of the identity documents of all
members ;
- A copy of identity papers for
members of administrative and management bodies ;
- A certificate of deposit of capital ;
- Receipt from the local administrative authority ;
- Registration application form
in the local cooperative register.
The request for a certificate of denomination (a
model for the attention of cooperators is filed with
Office du Développement de la Coopération)
signed by at least 5 individuals and/or
morals
The name certificate is :
- A document delivered by the Office du
Development Cooperation (in Arabic and French)
French), which contains the name of the
cooperative which must be included in its statutes;
- It is valid for 60 days
renewable once only.
Requesting a name certificate ;
The articles of association of the cooperative, duly signed ;
The list of cooperative members ;
A copy of the identity documents of all the
members ;
A copy of identity documents for
members of administrative and management bodies,
in addition to the PV of the delegation of signature and the
management of the cooperative's bank account.
To obtain a receipt from the local authorities, you must
provide the following documents:
Proof of approval of the application the
name ;
The cooperative's articles of association, duly signed ;
The list of cooperative members ;
A copy of the identity documents of all the
members ;
A copy of identity documents for
members of administrative and management bodies ;
A certificate of capital deposit.
In accordance with the provisions of article 7 of law no. 112-12,
the receipt must be handed over immediately by the
local authorities
The cooperative's registration file in the
local register of cooperatives is made up of
following documents :
Certification of name approval
The cooperative's articles of association, duly signed ;
The list of cooperative members ;
A copy of the identity documents of all the
members ;
A copy of identity documents for
members of administrative and management bodies ;
A certificate of capital deposit ;
Receipt from the local administrative authority ;
The application form for registration in the
local register of cooperatives
The number of copies of documents required for
registration of the cooperative in the local register of cooperatives is three.
In accordance with the provisions of article 1 of the
Decree no. 2-15-617 of March 24, 2016 laying down the rules
organization and management of the
cooperatives, the documents to be supplied must be in
one copy and two certified copies.
In accordance with article 104 of law no. 112-12, the
cooperative must notify the government authority in
of the company's activities within a given timeframe.
maximum of 30 days.
The local register of cooperatives is kept by the
clerk's offices of courts of first instance
The central register of cooperatives is kept by the Office
Development Cooperation (ODCO).
The local register of cooperatives is kept by the
clerk's offices of courts of first instance,
in the cooperative's district, receives :
- Registrations,
- Amending entries ;
- Radiation.
The central register of cooperatives at the Office du
Development Cooperation (ODCO) is responsible for
of :
- Centralizing information from
local registers kept throughout the
territory of the Kingdom;
- Retention of
cooperatives, the dissemination of information
and their dissemination to third parties.
Registration means
registrations, amendment registrations and
radiation
Registration means that the cooperative obtains a registration number in the local register.
cooperatives. This is a procedure carried out by
cooperative only once in its life cycle, to
the other side of the modifying entry, which is a
procedure carried out for each modification or
change at the cooperative level.
Law no. 112-12 specifies the cases of registration
as follows:
Any change in the administration or
cooperative management ;
Any amendment to the
cooperative ;
Any transformation or merger,
demerger, dissolution or liquidation;
All asset guarantees;
Judicial decisions ordering
precautionary measures against
cooperative.
Amending entries must be made within a given timeframe.
maximum of 30 days.
The difference between a board member
and a managing director, is as follows:
Board member :
must be a cooperative member elected by
the Annual General Meeting and performs his duties
free of charge.
The manager: may be a member of the
cooperative or a person designated by
the General Meeting, outside the membership, and
who performs his duties in return for a salary or
remuneration determined by the
cooperative
The legislator has determined the mandatory frequency of
meetings of the Board of Directors, which may not,
be less than two meetings per year.
an.
The cooperative's Board of Directors must be
made up of 3, 6, 9 or 12 members.
The number of managers varies between 1 and 3.
A cooperative with annual sales of
of two successive financial years, exceeds the amount
of five million dirhams or whose number of
members, at the end of a financial year, exceeds
fifty, are managed by the Board of Directors
The cooperative is managed by one or two managers when
the number of members is less than fifty. This
formality is not compulsory, as the Board of
can in turn manage the cooperative.
in this case.
The delegate of the General Meeting is elected from among the shareholders.
to oversee the management of the company's affairs.
and execution of its decisions
The delegate of the General Meeting is elected from among the shareholders.
members and non-members alike, to ensure that the
management of the cooperative's business and the execution of
its decisions, in return for remuneration.
The statutory auditor must be a chartered accountant registered with the Order of Chartered Accountants.
The following are required to appoint an auditor
at least, cooperatives with sales at the end of the year of
of two successive financial years, exceeds the amount
of ten million dirhams.
The statutory auditor is appointed by :
- The cooperative's general meeting ;
- Order of the president of the
competent court of first instance, at the request of any
member.
The statutory auditor's remuneration is as follows
fixed by :
The cooperative's general meeting;
The president of the court. During its
appointed by the latter, and the
remains in office until a new one is appointed.
new statutory auditor by
general meeting.
To become a member of the cooperative, you must complete the following steps
the following steps:
Send membership application to the
in writing to the Chairman of the Board
or one of the managing directors;
Submit the request to the vote of the
next general meeting.
To withdraw from the cooperative, you must complete the following steps
the following steps:
Submit a request by letter
by registered mail with return receipt,
addressed to the Chairman of the Board
the Board of Directors, the Managing Director or one of the
managers ;
Chairman of the Board of Directors,
the manager or managers must rule on this matter.
and notify its reasoned decision to the
concerned within a period of twenty (20) days.
days following receipt of the
removal. On expiry of this period, and failing
from the Chairman of the Board
the Board of Directors, the Managing Director(s), the
application is deemed accepted.
A member may be excluded from the cooperative on the basis of
based on the following measurements :
A board decision
the Board of Directors, until such time as it is
on this revocation after the next
general meeting ;
A decision, after hearing the member,
the majority required for general meetings
extraordinary general meetings.
Suspension decisions taken by the
the Board of Directors and from
must be justified.
They are notified to the interested party by registered mail.
within fifteen (15) days of the date on which the
following the date on which they were taken.
The General Meeting is made up of all
shareholder members, duly registered, at the date of
notice of meeting, register of members
of the cooperative
This meeting must be convened to decide on any proposal concerning :
- Amendment of the bylaws ;
- Cooperative membership in a cooperative ;
- The cooperative's membership of a union of
cooperatives ;
- Transforming the cooperative ;
- The merger or demerger of the
cooperative ;
- Extension of the cooperative's term ;
- The dissolution of the cooperative and its putting into
liquidation ;
- Valuation of contributions in kind
The General Meeting is the company's highest authority.
cooperative, its decisions are binding on all parties.
members, including those absent or opposed.
Law no. 112-12 on cooperatives provides for
several types of Annual General Meeting: the Annual
ordinary general meeting, the ordinary general meeting
and the Extraordinary General Meeting.
According to law n° 112-12, the cooperative must keep its
ordinary annual general meeting at least once
per year, within six months of the end of the financial year.
the financial year. The cooperative can also
convene an Ordinary or Extraordinary General Meeting
whenever necessary, without
specify a minimum or maximum number of meetings
The cooperative's General Meeting is held
or Annual General Meeting
at the initiative of :
- Board of Directors ;
- Manager or one of the managers ;
- Statutory auditor(s),
whenever necessary, in case of emergency, on
request addressed to the board of directors ;
- At least two-thirds of the
by registered letter with acknowledgement of receipt
reception for the Chairman of the Board
to the Board of Directors, or to the manager(s), within two months of
following the written request;
- Liquidator(s) ;
- The Supervisory Committee issues a letter of
to the Chairman of the Board of Directors
to the Board of Directors, the Managing Director or one of the Managing Directors.
The General Meeting is convened by one of the following persons
the following means :
- Registered letter with return receipt
addressed to all members of the cooperative (when the
number of members is less than one hundred (100));
- Registered letter with return receipt
addressed to all cooperative members when the
number of members is greater than one hundred (100);
- By posting at the court of first instance
competent ;
- By posting in a classified newspaper
distributed within the territorial jurisdiction of the
of the prefecture or province in which the
cooperative headquarters ;
- By display in public places located
within the territorial jurisdiction of the prefecture or the
province in which the head office of the
cooperative.
Under penalty of nullity of the meeting's deliberations,
the invitation must state the date, time and place of the meeting
and the AGM agenda
The Annual General Meeting is convened :
On first notice, at least
fifteen (15) clear days before the date set by the
meeting ;
On second and third call,
at least ten (10) clear days before the date of the
meeting.
The Ordinary General Meeting must be composed of one
number of members present or represented equal :
- On first notice, at least half of the votes cast
of cooperators ;
- On second call, at least one quarter of the
of cooperators ;
- On third call, to at least 10% of the votes
in any case, to two members of the cooperative.
for cooperatives made up of a large number of employees.
of members less than or equal to twenty.
Mandatory meeting held once a year to
rule on the following points:
- Hear the Board of Directors' report,
of the manager(s) ;
- To hear the liquidator, if any, and, if necessary
exists, the statutory auditor(s) ;
- To hear, where appropriate, the report of the
surveillance ;
- Approve, restate or reject accounts
annual ;
- Discharge or refuse to discharge
members of the Board of Directors, to the managing director(s)
;
- Distribute annual surplus earnings ;
- Decide on the remuneration of shares ;
- Approve the draft budget for
for the following year ;
- Appoint board members
the Board of Directors, the manager(s) and dismiss them;
- Appoint committee members as required
surveillance ;
- Designate, if necessary, the commissioner(s)
and set their remuneration
The Extraordinary General Meeting must be composed of
a number of members present or represented equal to :
- On first call, three-quarters of the time
less cooperators ;
- On second call, at least half of the votes cast
of cooperators ;
- On third call, to at least 10% of the votes
in any case, to two members of the cooperative.
for cooperatives consisting of a number of
members less than or equal to twenty.
In an advisory capacity, the cooperative may invite
administrations to attend its meetings.
The Annual General Meeting is chaired by one of the managing partners.
or by the Chairman of the Board of Directors, or by
absence or impediment of the latter, by the
Vice President. Failing this, the meeting appoints the
chairperson of the session, who must be
physics.
The officers of the General Meeting are
chairman of the meeting and two appointed scrutineers
pami individual or corporate members
present at the meeting. The Board also appoints the
secretary, who must be a natural person and may
be outside the cooperative's membership.
The cooperative must hold its Annual General Meeting
at least once a year, within the limits of the
six months after the end of the financial year.
The cooperative may also convene a shareholders' meeting
or extraordinary general meeting whenever
necessary, without specifying a minimum or maximum number of meetings.
The Ordinary General Meeting is held by the
cooperative whenever necessary.
The Ordinary General Meeting is convened by the
cooperative whenever necessary.
The cooperative's General Meeting is held
or Annual General Meeting
at the initiative of :
- Board of Directors, the manager or one of the managers ;
- Statutory auditor(s),
whenever necessary, in case of emergency, on
request addressed to the board of directors ;
- At least two-thirds of the
by registered letter with acknowledgement of receipt
reception for the Chairman of the Board
to the Board of Directors, or to the manager(s), within two months of
following the written request;
- Liquidator(s) ;
- The Supervisory Committee issues a letter of
to the Chairman of the Board of Directors
the Board of Directors, the Managing Director(s)
The General Meeting is convened by one of the following persons
the following means :
- Registered letter with return receipt
addressed to all members of the cooperative (when the
number of members is less than one hundred (100));
- Registered letter with return receipt
addressed to all cooperative members when the
number of members is greater than one hundred (100);
- By posting at the court of first instance
competent ;
- By posting in a classified newspaper
distributed within the territorial jurisdiction of the
of the prefecture or province in which the
cooperative headquarters ;
- By display in public places located
within the territorial jurisdiction of the prefecture or the
province in which the head office of the
cooperative.
Under penalty of nullity of the meeting's deliberations,
the invitation must state the date, time and place of the meeting
and the AGM agenda.
The Annual General Meeting is convened :
On first call, at least fifteen (15)
days before the date set for the meeting;
On second and third call, at
at least ten (10) clear days before the date of the meeting.
The Annual General Meeting is convened :
- On first notice, at least fifteen (15)
days before the date set for the meeting;
- On second and third call, at
at least ten (10) clear days before the date of the meeting.
The Ordinary General Meeting must be composed of one
number of members present or represented equal :
- On first notice, at least half of the votes cast
of cooperators ;
- On second call, at least one quarter of the
of cooperators ;
- On third call, to at least 10% of the votes
in any case, to two members of the cooperative.
for cooperatives consisting of a number of
members less than or equal to twenty.
In an advisory capacity, the cooperative may invite
administrations to attend its meetings.
The Annual General Meeting is chaired by one of the Managing Partners or by the Managing Director.
The Annual General Meeting is chaired by one of the Managing Partners or by the Chairman of the Board of Directors, or by the Chairman of the Board of Directors.
absence or impediment of the latter, by the
Vice President. Failing this, the meeting appoints the
chairperson of the session, who must be
physics.
The officers of the General Meeting are
chairman of the meeting and two appointed scrutineers
among members who are natural persons or legal entities
present at the meeting. The Board also appoints the
secretary, who must be a natural person and may
be outside the cooperative's membership.
The responsibilities of the General Meeting's officers are as follows
can be summed up as :
- The Chairman of the meeting ensures that
and ensures that discussions do not get out of hand.
agenda;
The officers of the General Meeting and the
secretary :
- Signing the attendance sheet ;
- Signing of meeting minutes
and recorded in the register of minutes.
The "quorum" is the minimum number of members present for the validity and legality of the meeting.
meeting.
An absolute majority means that in order to
a project/decision must obtain more than 50% of the votes cast.
of the votes cast by members present and represented.
representatives.
The mandate/representation and the fact of representing a
member on the basis of the following conditions:
- Must be given to one of the members of the
cooperative ;
- May not represent more than one member of the
cooperative ;
- Its date/duration must be determined ;
- Must be in writing and certified.
The minutes are signed by the Board members.
and the secretary.
The legislator provides for three (3) types of registers: the register of members, the register of
general meetings, the register of proceedings of meetings of the administrative board.
Legal registers are kept by numbering and signing their pages at the registry office of the court of first instance.
The year-end documents are :
- Inventory of assets and liabilities
of the cooperative's liabilities ;
- The cooperative's annual financial statements
in accordance with the cooperative chart of accounts ;
- The Board of Directors' report on
operation of the cooperative during the year
accounting ;
- Minutes of the Annual General Meeting
annual ;
- An auditor's report if deemed necessary
necessary.
Registration in the local cooperative register enables cooperatives to bid on public contracts.
The cooperative's statutory auditor is a chartered accountant registered with the Order of Chartered Accountants.
chartered accountants.
The following are required to appoint a statutory auditor
at least, cooperatives with sales at the end of the year of
of two successive financial years, exceeds the amount
of ten million dirhams.
The statutory auditor is appointed by :
- The cooperative's general meeting ;
- Order of the president of the
competent court of first instance, at the request of any
member.
The statutory auditor's remuneration is as follows
fixed by :
- The cooperative's general meeting ;
- The president of the court. At the time of his appointment
by the latter, this commissioner remains in office
until the appointment of a new statutory auditor.
by the Annual General Meeting.
The cooperative's accounts must be kept
in accordance with the cooperative chart of accounts
necessarily.
The cooperative's accounts are kept by the Chairman of the Board of Directors, the Managing Director(s) and the Treasurer(s).
or through an internal or external accountant.
for a cooperative, an accountant can be internal or external.
external. He keeps the cooperative's accounts under the
supervision of the Chairman of the Board, the
or managers. Accounting can also be
held under the responsibility of the latter and as a
personnel.
Cooperatives must keep accounts, in accordance with the
compliance with the provisions of the Ministerial Order of
Economy, Finance, Privatization and Industry
No. 441-01 of February 26, 2001 on the tourism plan
specific to cooperatives.
Cooperatives with the same or similar objectives
similar and complementary objectives can
form a union of cooperatives among themselves, if their
is equal to or greater than three cooperatives.
Cooperative associations are governed by the
applicable laws and regulations
to member cooperatives, but the demand for
approval of the union's name request
signatures from at least three (3) cooperatives.
Adaptation is a legal provision of law no.
112.12 which allowed existing cooperatives to expand
to comply with the aforementioned law, by amending their articles of association
in accordance with the latter and by registering with the
local register of cooperatives
If the articles of association are not brought into line with the
provisions of law no. 112-12 and registration with the
cooperative register by the deadline of 31
December 2019, cooperatives or their unions
set up after the publication of the
the present law shall not be entitled to the status of
cooperative or union of cooperatives.
The Office du Développement de la Coopération (ODCO) provides a number of services for cooperatives, focusing on legal assistance and capacity building.
capabilities of its members. These services are provided either directly or in coordination with partners.
programs like "MOURAFAKA".
Young graduates from universities and
in the field of cooperation,
set up cooperatives in all sectors
activities, such as the agricultural, food and beverage
crafts, services or other sectors.
Office for the Development of Cooperation (ODCO)
supports and accompanies cooperatives in the
promotion and marketing of their products
products. To this end, they are organized in coordination with
with ODCO, international and national trade shows,
for the benefit of the cooperatives that
meet a number of criteria, including
and the nature and quality of the product.
In general, cooperatives are notified in advance of
dates of these shows through several channels:
technical administrations. For its part, the
must be constantly on the lookout for new information
conditions and apply for participation.
Cooperatives must give greater importance to
to the quality of their products, so that they can
find large-scale marketing opportunities.
Certification/labeling of
cooperative is one of the existing solutions for
achieve this objective. To obtain
certificates/labels, the cooperative can contact
services of the Office Nationale de la Sécurité Sanitaire
(ONSSA), the services of the Institut Marocain de
Standardization (IMANOR), ministry departments
or agriculture. Labels such as
Morocco Handmade", "Premium quality", "Artisan
Responsible", "certified quality", "product
regional" or "Morocco Handmade", ... are granted by
the crafts department. For their part, the
The French Department of Agriculture grants the "IGP" (Protected Geographical Indication), "AOP" (Protected Designation of Origin) and "AOC" (Protected Designation of Origin) labels.
(Appellations d'Origine Protégée), "BIO-MAROC",
"Terroir du Maroc", "Hout Bladi" and "Moroccan
Seafood" to guarantee product quality
agricultural, food and marine products. These labels
added value to their products, enabling them to
markets, attracting and retaining the right
customers/consumers.
Cooperatives can benefit from the support of
administrations within the limits of their prerogatives, and
according to the needs of cooperatives. They can also
get support from organizations
national governmental and non-governmental
and foreign languages, depending on the field of activity. Support
by these players usually boils down to a simple
financial or technical support.
The appointment of a director is optional for
board-managed cooperatives
The manager or managers are appointed by the shareholders' meeting.
of the cooperative. As for the director, he is
appointed by the Board of Directors, and the decisions
of his appointment or dismissal shall be submitted to
to the next Annual General Meeting for approval.
the majority required at general meetings
ordinary.
These are non-monetary contributions in the form of
equipment and means of production in the
capital of the cooperative, and they need to be valued and
and become the property of the owner.
of the cooperative.
This is the annual surplus remaining after deduction of the
total annual expenses and total revenues
annual.
Technically, net surplus is generated after
subtracting expenses and charges from the
amounts of movable and immovable property, and
the settlement of outstanding debts and the formation of the balances required to meet
in certain cases, such as doubtful debts, bad debts, etc.
receivables incurred or expected
the fiscal year just ended and the decrease of
the value of savings.
Surplus earnings are distributed in whole or in part among the
members according to the transactions they have carried out with
the cooperative or the work they have done for it over the course
of the financial year concerned.
The capital increase is carried out by :
-acceptance of new members,
- Subscription of new shares by members
more,
- Distribution of annual surplus.
Total balances allocated from surplus for
strengthen the cooperative's finances and resources
and are not distributed to members, since they are
property of the cooperative.
According to law no. 112.12, a reserve had to be allocated
legal reserve of 10% of net surplus.
Retained earnings are a portion of the annual surplus that
was not decided after the Annual General Meeting.
To name a cooperative, it is necessary to
importance, as the name should not be used as a reference.
not be carried by any other cooperative or
institution of any kind whatsoever, which
requires research by all means with the help of
and the platform of the Office Marocain de la
industrial and commercial property, and it is
also advised not to use the family name
of one of the members and, of course, decent names that
do not offend modesty
the name cannot be changed, because
obtaining the name requires
completion of the procedures stipulated in the decree
n° 2.15.617 of March 24, 2016
To prepare the bylaws, the Office du Développement
de la Coopération has drawn up a model statute, which
can be downloaded from the Office's official portal.
When preparing the statute, it is important to avoid
fill it out manually in pen, and review it with the ODCO, before it is signed by the
founding members.
The cooperative statute is the one that carries the
signature of the founding members, and each
modification, only the article concerned is
and referring to the date on which the
decision to modify was taken by the General Meeting
extraordinary general meeting, and it is appropriate to attach the
minutes to status.
All members of the cooperative must exercise the
same profession without exception, and there's no place for
for complementary professions in accordance with
the provisions of article 16 of law no. 112.12
on cooperatives
The use of the term "cooperative" is considered
as illegal by an unregistered entity.
in the cooperative register, there are ssanctions for
against offenders.
In addition, cooperatives are required to use the term
"in their documents, correspondence, etc.
and products.
