When a company ends up before the commercial court, it is usually for a judicial reorganisation (redressement) or liquidation. Yet Law 73-17, which reformed Book V of the Commercial Code in 2018, provides prevention procedures designed to step in earlier. Eight years on, they remain marginal. For a company director, knowing them can make the difference between a discreet negotiation and collective proceedings imposed from outside.
Book V since Law 73-17
Law 73-17, promulgated by Dahir No. 1-18-26 of 19 April 2018, reformed Book V of the Commercial Code on business difficulties. It shifted the focus from sanction and liquidation to support, with three goals: keeping the business going, preserving jobs and settling liabilities.
The system rests on two pillars. Internal prevention relies in particular on the statutory auditor. External prevention takes place under the authority of the president of the commercial court. Both are meant to operate while the company still has room to manoeuvre, before it stops paying its debts (cessation des paiements).
The internal alert by the statutory auditor
Article 547 of the Commercial Code sets up an internal alert procedure triggered by the statutory auditor. The idea is simple: the person who observes the company from the inside raises the alarm so that the difficulties are dealt with by the company's governing bodies before they get worse.
In practice, an alert should not be seen as an accusation. It is a signal that allows the director to gather information, draw up an action plan and, if needed, turn to external prevention.
External prevention, a confidential procedure
Articles 549 to 559 of the Commercial Code organise an external prevention procedure before the president of the commercial court. It may lead to the appointment of a special agent (mandataire spécial), a third party tasked with helping the company find a solution.
Its main strength is confidentiality: under Article 549, paragraph 5, the procedure and all related acts are secret. The step is therefore not made public, which protects the company's reputation and credit while a way out is being sought.
Why prevention remains marginal
Eight years after the reform, prevention procedures are still little used: judicial reorganisation and liquidation dominate commercial court caseloads. One explanation lies in the data: prevention relies on closed accounts, which describe a situation that is already dated. The warning therefore often comes too late.
The debate now focuses on digital tools, including artificial intelligence, to detect signs of weakness earlier. These tools raise legal questions: personal data protection under Law 09-08 and banking secrecy under Law 103-12. According to the author of a contribution published by Médias24, humans must remain the decision makers.
The risk for directors: mismanagement
Waiting has a cost. Article 738 of the Commercial Code allows a court to find mismanagement (faute de gestion) where reorganisation or liquidation reveals insufficient assets. The notion has no closed definition: the judge assesses it freely. Insufficient assets alone do not prove fault.
Our advice: keep a record of the decisions taken when the first warning signs appeared. A few simple habits help to act in time:
- Monitor cash flow forecasts, not only the annual accounts.
- Take any alert from the statutory auditor seriously.
- Consider external prevention while the company has not yet stopped paying its debts.
- Keep written records of management decisions and their reasons.
Sources
- Médias24, 27 August 2026: « Entreprises en difficulté : le Maroc mise-t-il enfin sur l'intelligence artificielle ? » (contribution)
- Médias24, 28 September 2026: « Le coup d'accordéon au Maroc : quand le droit des sociétés devient un instrument de sauvetage économique » (contribution)
Maître Mouad Lahfaia
Lawyer at the Rabat Bar
This article reflects the author's views as at the date of publication. It does not constitute legal advice and is no substitute for an analysis of your particular situation.