Banking regulation

Banking regulation is a law of access. It decides who may operate, in what form, with what own funds, which officers and what internal-control framework. It is built in the dialogue with the authority, in the quality of the file submitted, and in the ability to answer the supervisor's observations point by point.

The law of banking regulation forms the legislative and regulatory bedrock governing entry into, and the conduct of, financial activities in Morocco. It frames the licence granted by Bank Al-Maghrib to credit institutions, finance companies, payment institutions and microfinance bodies. Beyond the authorisation to operate, it comprises the full set of supervisory rules safeguarding the stability and integrity of the Moroccan financial system.

The establishment of foreign banks

We have guided several representative offices of foreign banks through their licensing procedure before Bank Al-Maghrib, from the preliminary structuring of the establishment project through to the grant of the authorisation to operate.

The most significant matter of this practice is that of Saudi EXIM Bank, the export-import bank of the Kingdom of Saudi Arabia, which we assisted in obtaining its Moroccan regulatory licence. It engaged every dimension of the field: the legal characterisation of the entity under Law No. 103-12, the delimitation of the authorised scope of business, the interplay with the exchange-control regime and the Foreign Exchange Office, the compliance of the governance and anti-money-laundering framework, and the conduct of the dialogue with the banking supervision directorate.

On this type of matter, the difference comes down to a few things. Knowing the Moroccan prudential framework well enough to calibrate the file before it is submitted, instead of correcting it afterwards. Working in French, Arabic and English, so as to carry a Saudi or North American file before a Moroccan authority without losing anything along the way. And having a working relationship with the regulators that rests on technical credibility.

Payment institutions and finance companies

We have assisted several payment institutions and finance companies in obtaining their licence from Bank Al-Maghrib. Our involvement spans the entire regulatory journey:

• Upstream: choice of the licence category and delimitation of the payment services applied for, capital structuring and verification of the adequacy of own funds, assembly of the file on reference shareholders and officers against the requirements of integrity and competence. Exploratory meetings with Bank Al-Maghrib.
• The file: articles of association, programme of operations, projected business plan, description of the internal-control framework, risk mapping, AML/CFT procedures manual, agent contracts, agreements ring-fencing client funds, IT outsourcing contracts, interoperability agreements.
• The examination: responses to the supervisor's requests for further information, through to the grant of the licence.
• After the licence: amendment of the programme of operations, extension of scope, change of control, follow-up to an on-site inspection.
• The exit: licence withdrawal and the winding-up of payment institutions, where we represent the institution as well as international creditors filing claims.

Capital markets and AMMC regulation

Our practice extends to the regulation exercised by the Moroccan Capital Markets Authority (AMMC): public offerings, placement of securities, asset management, collective investment schemes, financial investment advice, securitisation, crowdfunding. As well as questions of market abuse, insider dealing and public disclosure.

We advise issuers, management companies and intermediaries on the compliance of their offerings and the conduct of their relations with the regulator, including during inspections and sanction proceedings.

Regulatory engagements with international donors

We have carried out several studies, consultations and legal opinions with international donor institutions, alongside Bank Al-Maghrib and the AMMC. This work covers the legal framework for FinTechs and new financial services, the crypto-asset regime, the deepening of the capital markets, financial inclusion and access to finance for micro, small and medium-sized enterprises, and the adaptation of the prudential framework to emerging business models.

Maître Abdelatif Laamrani took part, in particular, alongside Bank Al-Maghrib and the AMMC, in the preparatory work on Draft Law No. 42-25 on crypto-assets, which will found Morocco's future digital-asset regime.

Compliance, governance and AML/CFT

We design and audit the compliance frameworks of financial institutions: governance and board charters, internal control, the compliance and risk functions, know-your-customer policy, international sanctions screening, suspicious transaction reporting to the National Financial Intelligence Authority, personal data protection and information systems security.

We also assist our clients during on-site inspections, in drafting their responses to follow-up letters, and in their defence in disciplinary and sanction proceedings.

Frequently asked questions

How can a foreign bank establish itself in Morocco?

Depending on its project: through a representative office, a branch or a Moroccan-law subsidiary. Each of these forms requires an authorisation or licence from Bank Al-Maghrib under Law No. 103-12. We structure the choice of form, assemble the file and conduct the examination before the central bank.

How long does it take to obtain a payment institution licence?

It depends on the completeness of the file submitted and on the dialogue with the supervisor. The quality of the upstream preparation, in particular of the programme of operations and the AML/CFT framework, is the main factor in shortening the timeline.

Does the firm act after the licence has been obtained?

Yes: extension of scope, change of control, changes of officers, responses to on-site inspections and defence in sanction proceedings.

Do you advise on crypto-assets?

Yes. Maître Abdelatif Laamrani took part in the preparatory work on Draft Law No. 42-25 on crypto-assets, alongside Bank Al-Maghrib and the AMMC.