FinTech & crypto-assets

FinTech law takes shape at the frontiers of banking law, where business models arrive before the rules. The question put to the lawyer there is not how to apply a text: it is to determine which text applies, and why.

We invested in this field early, through regulatory advisory work and through direct participation in the drafting of the Moroccan framework.

A contribution to the Moroccan framework

Maître Abdelatif Laamrani took part, alongside Bank Al-Maghrib and the Moroccan Capital Markets Authority (AMMC), in the drafting of Draft Law No. 42-25 on crypto-assets, which is to found the Moroccan regime for digital assets and digital-asset service providers. The text, prepared under the aegis of the Ministry of Economy and Finance, draws on the European MiCA Regulation and entrusts the supervision of markets and service providers to the AMMC, and that of stablecoins to Bank Al-Maghrib.

This contribution forms part of a series of regulatory engagements conducted with the Moroccan regulators and international donor institutions, on the FinTech ecosystem, on the modernisation of the capital markets and on innovation in banking law. It enables us to shed light, for our clients, on the intent behind the text — something a mere reading of the Official Gazette does not give.

A book devoted to FinTech law in Morocco is in preparation, in a comparative approach with the European, French, North American and Gulf regimes. It follows on from Droit bancaire marocain, published by LexisNexis in January 2023.

Regulatory characterisation and market access

The first question for any FinTech, Moroccan or foreign, is that of its characterisation. Does it provide a payment service within the meaning of Law No. 103-12? Does it carry out a credit transaction? A public offering? Is it an intermediary in banking transactions, a financial investment adviser, or outside the regulated perimeter?

We answer with a reasoned characterisation opinion: the applicable regime, the licences required, the areas of risk, and the structuring options allowing the business, where appropriate, to remain outside the regulated perimeter or to operate through a partnership with a licensed player. We then handle the obtaining of payment institution and finance company licences from Bank Al-Maghrib, together with the authorisations falling to the AMMC.

Our practice covers the sector's various verticals: mobile payment and electronic money, merchant acquiring and payment acceptance, money transfer and remittances, account information aggregation and payment initiation, open banking and data sharing, digital consumer credit and supply-chain finance, crowdfunding, neobanks and banking as a service, insurtech and digital insurance distribution, automated asset management and securities marketplaces.

Crypto-assets and digital assets

We advise digital-asset players on the full range of their Moroccan legal exposure: the characterisation of tokens and the distinction between payment tokens, utility tokens, asset-referenced tokens and tokenised financial instruments; the regime for digital-asset service providers — custody, exchange, placement, advice; the structuring of public offerings; AML/CFT compliance and the travel rule; exchange controls and cross-border transfers; taxation of transactions and capital gains; liability and litigation.

We also assist projects for the tokenisation of real-world assets — real estate, receivables, securities, commodities — and the infrastructure questions that come with them: smart contracts, protocol governance, cybersecurity, personal data protection.

Contracts, data and intellectual property

A FinTech is as much a contractual object as a regulatory one. We draft and negotiate terms of use and terms of service, account and payment agreements, agent and distributor contracts, bank partnership agreements, IT outsourcing and cloud-hosting contracts measured against the supervisor's requirements, interoperability and API-access agreements, and technology licence agreements.

In parallel, we handle compliance with Law No. 09-08 on the protection of individuals with regard to the processing of personal data and with the requirements of the CNDP, together with the protection of our clients' intellectual property and intangible assets.

Fundraising and equity transactions

We assist Moroccan FinTechs in their financing transactions, from seed stage through successive rounds, and investors — venture capital funds, impact funds, development finance institutions — in their equity investments. Structuring, investment documentation, shareholders' agreements, legal and regulatory due diligence, and the questions of control and licensing triggered by the entry of a new reference shareholder into a regulated entity.

Frequently asked questions

Are crypto-assets regulated in Morocco?

Not yet, but the framework is coming. Draft Law No. 42-25, prepared by the Ministry of Economy and Finance with Bank Al-Maghrib and the AMMC, will found the Moroccan digital-asset regime. We took part in that work and advise operators on the applicable regime and on its trajectory.

Does my FinTech need a licence from Bank Al-Maghrib?

That depends on the characterisation of its activity under Law No. 103-12. We deliver a characterisation opinion determining whether a licence is required, which one, and what structuring options exist.

Do you assist foreign players seeking to operate in Morocco?

Yes — in French, Arabic and English, from Casablanca, Paris and Montreal.

Do you advise on asset tokenisation?

Yes: legal characterisation of tokens, structuring of offerings, regulatory compliance, contractual and technology documentation.