Sales Agreement

Reform of the Sales Agreement in Morocco: What You Need to Know About the New Obligations

• Private sale promise agreements between the buyer and the seller are no longer valid.

• Real estate developers fear the impact of the new law on administrative timelines for property transactions.

• The preliminary sales agreement (compromis de vente) now carries stronger legal value.

The new law governing the preliminary sales agreement came into force on August 22, 2024, following the introduction of the related amendment to Article 4 of the Real Rights Code.
As a reminder, a preliminary sales agreement is a contract signed between the buyer and the seller as part of a real estate transaction. It represents a reciprocal commitment whereby the seller agrees to sell the property and the buyer agrees to purchase it under specific conditions. This contract sets out the terms of the sale (price, financing conditions, deadlines, etc.). It also serves as a way to temporarily secure the transaction, for example when the buyer is awaiting bank financing. Once the preliminary agreement is signed, the sale is effectively “reserved,” and the final deed of sale (authentic deed) is executed at a later stage. In Morocco, the legal framework governing preliminary sales agreements has recently evolved in order to better regulate this practice.

What Has Changed?

The new Moroccan law on preliminary sales agreements, introduced as part of the 2024 reform, brings several significant changes to real estate transactions. One of the key aspects is the stricter regulation of this document, which is now considered a fully binding contract for both parties prior to the signing of the final deed of sale.

Previously, a preliminary sales agreement could be drawn up as a simple document signed by the parties. Going forward, requirements are more stringent. Notably, recourse to a notary is now mandatory for sale promises executed in authentic form. For agreements with a certified date, the parties must submit the sale promise to lawyers accredited before the Court of Cassation. It should be noted that in real estate matters, using an authentic deed is often recommended to ensure transaction security.

The new legislation also requires that the parties’ signatures be officially legalized and that the lawyer’s signature be approved by the competent court. Private agreements (under private signature) are therefore no longer recognized. This aims to grant stronger legal value to the preliminary sales agreement and to hold all parties involved more accountable. In addition, before signing a preliminary sales agreement, it is now mandatory to present a tax clearance certificate (quitus fiscal), certifying that the property is fully compliant from a tax perspective.

Furthermore, as in other legal systems, the Moroccan preliminary sales agreement now includes a withdrawal period to protect the parties in case circumstances change before the final deed is signed. This right of withdrawal allows the buyer to cancel the transaction within 10 days following the signing of the preliminary agreement, without penalties.

Constraints Raised by the Reform

This reform is part of a broader effort to modernize Morocco’s real estate legal framework, with the objective of protecting the parties, increasing transparency, and reducing frequent disputes related to preliminary sales agreements. However, it has also raised concerns among real estate professionals. The requirement to sign numerous documents could, according to industry stakeholders, lengthen transaction timelines.

Similarly, the obligation to obtain a tax clearance certificate prior to signing the sale promise could act as an obstacle, as some sellers rely on the proceeds of the sale to settle outstanding tax liabilities.

Nevertheless, the preliminary sales agreement is now a more secure—but also more highly regulated—instrument, often requiring the involvement of qualified professionals at every stage of the transaction.

December 2, 2024