Competition Law: Your 2026 Compliance Guide Morocco

Imagine your company has spent years building a reputation for excellence in the Moroccan market. Suddenly, you receive a formal notification from the Competition Council. An investigation has been launched into a distribution agreement you signed last year, or perhaps a recent merger you concluded is being scrutinised for creating an "economic concentration" that stifles local rivals. In 2026, the stakes for such oversights are higher than ever. With fines reaching up to 10% of global turnover and the potential for criminal liability, "I didn't know" is no longer a viable legal strategy.

This guide provides a comprehensive roadmap to navigating Law No. 104-12 on the Freedom of Prices and Competition. Whether you are a multinational operating in Casablanca or a local SME, understanding the regulatory landscape is essential for survival and growth. You will learn the foundational pillars of Moroccan competition law, the specific powers of the Competition Council, and how to build a robust compliance programme to protect your business from devastating legal and financial repercussions.

Legal Foundation: The Pillars of Moroccan Competition Law

The regulatory framework governing the Moroccan market is primarily anchored by Law No. 104-12 relating to the Freedom of Prices and Competition. This law is supplemented by Law No. 20-13 regarding the Competition Council, which establishes the Council as an independent constitutional institution. Together, these laws ensure that the principle of free-market competition is upheld while protecting consumers and smaller economic actors.

Scope of Application

According to Article 1 of Law No. 104-12, the law applies to all natural or legal persons, regardless of whether they have a head office or branches in Morocco, as long as their operations or actions have an effect on competition within the Moroccan market. This "extraterritorial" reach is critical for international firms to understand; even if a contract is signed in Paris or Dubai, if it restricts competition in Rabat, it falls under the jurisdiction of the Moroccan authorities.

Furthermore, Article 1 clarifies that the law applies to all production, distribution, and service activities. This includes public legal entities when they act as economic operators rather than exercising public authority.

Key Prohibitions

The law targets three main categories of anti-competitive behaviour:

1. Anti-Competitive Agreements (Cartels): Under Article 6, any concerted actions, conventions, or express or tacit agreements are prohibited when they aim to prevent, restrict, or distort competition. This includes price-fixing, limiting market access, or rigging public tenders.
2. Abuse of Dominant Position: Article 7 prohibits undertakings from exploiting a dominant position in the internal market or a substantial part of it. Common examples include predatory pricing or discriminatory sales conditions.
3. Abusive Economic Dependency: Article 8 extends this prohibition to the abuse of a state of economic dependency in which a client or supplier may find themselves, where no equivalent alternative exists.

The Role of the Competition Council

The Competition Council serves as the watchdog of the market. Its powers were significantly reinforced leading into 2026, allowing it to initiate its own investigations, conduct dawn raids, and impose heavy sanctions. As noted in Moroccan Competition Council: Powers in 2026 (Explained), the Council now operates with increased transparency and digital integration, making it easier to track market distortions in real-time.

Practical Guide: Navigating Procedures and Compliance

Operating a business in 2026 requires a proactive approach to legal risk. Compliance is not a one-time event but a continuous process of auditing and adjustment.

Step 1: Merger Control and Notifications

If your company is planning a merger, acquisition, or the creation of a joint venture, you must determine if it constitutes an "economic concentration" under Article 11.

• Thresholds: Notification is mandatory if the combined global turnover of the parties exceeds a specific threshold, or if the turnover in Morocco exceeds 50 million MAD.
• The Procedure: You must file a formal notification with the Competition Council before the operation is finalised. Under Article 14, the Council has a specific timeline (usually 60 days for Phase I) to decide whether to authorise the deal, forbid it, or authorise it subject to certain conditions (remedies).
• Suspensive Effect: You cannot "close" the deal until approval is granted. Failure to notify can result in fines of up to 5% of the turnover achieved in Morocco.

Step 2: Public Procurement and Tenders

For companies participating in government contracts, the Decree No. 2.22.431 on Public Procurement is the guiding light. Article 70 of this decree outlines the requirements for tender files, including the "Declaration of Honour" where competitors must swear they have not engaged in acts of corruption or anti-competitive collusion. If the Competition Council finds evidence of bid-rigging, the penalties are severe, including exclusion from future public tenders. For more on this, see Winning Public Tenders in Morocco: Law & Procedure Guide (2026).

Step 3: Sector-Specific Consultations

In certain regulated sectors, such as banking, the Competition Council must coordinate with other regulators. For instance, Article 50 of Law No. 103-12 (the Banking Law) stipulates that if Bank Al-Maghrib (the Central Bank) finds that a merger between credit institutions might violate competition rules, it must suspend the application and seek the opinion of the Competition Council. Conversely, Article 49 requires the Competition Council to seek the opinion of Bank Al-Maghrib before ruling on disputes involving credit institutions.

Step 4: Implementing a Compliance Programme

To avoid the "10% fine" trap, your company should implement a programme based on the five fundamentals:

1. Top Management Commitment: A clear statement that the company does not tolerate anti-competitive behaviour.
2. Internal Relays: Appointing a compliance officer responsible for monitoring risks.
3. Training: Regular workshops for sales and procurement teams on what constitutes "price-fixing" or "market sharing."
4. Whistleblowing Mechanisms: Safe channels for employees to report suspicious activities.
5. Audit and Control: Periodic reviews of contracts and pricing strategies.

Key Provisions Explained: Breaking Down the Law

Understanding the technical language of Law No. 104-12 is essential for identifying risks before they become liabilities.

Economic Concentrations (Articles 11-21)

An economic concentration occurs when two previously independent undertakings merge, or when one person or undertaking acquires control of another. The law is not designed to stop growth, but to prevent the creation of monopolies that could harm the Moroccan consumer. Article 12 is particularly important as it defines "control" broadly—it can be through ownership of assets or through contracts that provide a decisive influence on the management of an entity.

The Leniency Programme (Article 41)

One of the most powerful tools in the Council's arsenal is the "Leniency" or "Clemency" procedure. Under Article 41, a company that is part of a secret cartel can come forward and provide evidence to the Council in exchange for total or partial immunity from fines. In 2026, the procedure for this is highly digitised. A company makes an oral or written request, which is recorded in a minute by a rapporteur. If you are the "first in the door" with significant evidence, you may escape the fine entirely.

Settlements and Conciliation (Article 43 bis)

If a company is caught in a violation, it may not always face the maximum penalty. Article 43 bis allows for a "settlement" (صلح). If the government authority or the Council proposes a settlement and the company accepts, the fine can be reduced. However, as per Article 43 bis, the settlement amount cannot exceed 5% of the turnover or 500,000 MAD (whichever is lower) for certain local-scale violations. Executing the settlement terms ends the proceedings before the Council for those specific facts.

The "Effect" Test

A common misconception is that if a company is based outside Morocco, it is exempt. As Article 1 states, the "effect" on the Moroccan market is what matters. If a European software company and an American hardware firm agree to bundle products in a way that prevents Moroccan tech firms from competing, the Competition Council has the legal right to intervene.

Common Mistakes & How to Avoid Them

Even well-intentioned companies often fall into legal traps due to a lack of awareness of Moroccan specificities.

1. Informal Discussions with Competitors

The most common pitfall is the "casual lunch" between industry peers. Discussing future pricing, upcoming tender bids, or dividing geographic territories—even informally—can be classified as a prohibited agreement under Article 6.

• How to avoid: Never discuss sensitive commercial information with competitors. If a competitor starts such a conversation, leave immediately and document your departure.

2. Ignoring "Economic Dependency"

Many large retailers or manufacturers assume that because they don't have a 50% market share, they aren't "dominant." However, Article 8 focuses on the relationship. If a small supplier has no other way to get their product to market, you may be in a position of "economic dependency." Unfairly squeezing their margins or imposing "slotting fees" can trigger an investigation.

• How to avoid: Ensure all supplier contracts are fair and do not contain clauses that could be viewed as "abusive" or "exploitative."

3. Failure to Notify Mergers on Time

Some firms wait until the final contract is signed to notify the Council. This is a mistake. Article 14 allows for notification as soon as the parties can demonstrate a sufficiently advanced project (e.g., a signed Letter of Intent).

• How to avoid: Engage competition counsel early in the M&A process to prepare the notification file simultaneously with the due diligence.

4. Relying on Old Templates

Using a compliance manual from 2018 in 2026 is dangerous. The Council’s 2026 guidelines emphasize digital markets, AI-driven pricing algorithms, and sustainability-linked exemptions.

• How to avoid: Update your compliance documents annually to reflect the latest decisions of the Moroccan Competition Council.

Conclusion with Key Takeaways

The Moroccan legal landscape in 2026 demands a high level of sophistication from businesses. Law No. 104-12 is no longer a "paper tiger"; it is an active, enforced body of law that can determine the success or failure of an enterprise. By understanding the prohibitions against cartels and abuse of dominance, and by proactively engaging with merger control procedures, companies can turn compliance into a competitive advantage.

• Law 104-12 applies to any action affecting the Moroccan market, regardless of where the company is headquartered.
• Merger Control is mandatory for transactions exceeding specific turnover thresholds and has a suspensive effect.
• Leniency offers a "way out" for companies that report cartels first, potentially avoiding 100% of the fine.
• Compliance Programmes are the best insurance policy against the Competition Council's investigative powers.
• Sector Regulators (like Bank Al-Maghrib) work in tandem with the Competition Council to ensure market integrity.

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