Kingdom
Private Equity: Between Tax Neutrality and the Search for a New Balance
The 2026 Finance Bill introduces a major change in the tax treatment of capital investment funds, known as OPCCs. These vehicles, which are at the heart of financing Moroccan SMEs, are seeing their transparency regime revised. Although the reform is intended to be purely technical, it could redefine the balance between returns, attractiveness, and long-term financing.
For two decades, private equity has established itself as a decisive lever for supporting the growth of Moroccan SMEs. According to the Moroccan Association of Capital Investors (AMIC), more than 320 companies have been financed or restructured thanks to Collective Capital Investment Vehicles (OPCCs), contributing to job creation, improved governance, and the formalization of the economic fabric.
This success rested on a fundamental principle: tax neutrality. Until now, OPCCs were not taxed as such; the capital gains generated by their investments were taxed only when they reached the final investors, through the corporate tax (IS) for legal entities and the income tax (IR) for individuals.
The 2026 Finance Bill reorganizes this system. From now on, distributions made by the funds must be taxed according to the real nature of the underlying income. Thus, a dividend received from a portfolio company and redistributed by the fund will retain its tax qualification as a dividend, even if it does not yet correspond to a final return.
The legislator’s intention is to better reflect the economic reality of financial flows and to prevent transitional income from being treated as definitive gains.
According to a sector professional, “the taxation of OPCC distributions does not fully reflect the economic nature of the distributed flows. A share that may be significant comes from dividends received from portfolio companies, which do not necessarily reflect a final return”.
However, this clarification opens the door to possible double economic taxation, particularly when dividends distributed on a provisional basis are taxed once, and then again at the final disposal of the holdings.
Although the principle of tax transparency is not questioned, the risk lies in reduced clarity regarding net returns for investors.
Our source points out that “the issue is not to call into question tax transparency, which is at the core of the OPCC regime, but to ensure that the system operates smoothly and securely for all parties, while continuing to support long-term SME financing”.
Hence the need for dialogue between the tax authorities, management companies and institutional investors, in order to ensure a homogeneous and unambiguous implementation.
Returns, visibility, and trust to preserve
Beyond the technical tax dimension, this evolution raises questions about the competitiveness of Moroccan private equity. The latter relies on a well-known equation: offering higher returns in exchange for higher risk and a long investment horizon. If net return visibility becomes blurred, this risk premium weakens.
According to our interviewee, “the mechanism introduced in the 2026 Finance Bill leads to a variation in the net return perceived by the investor, especially when interim distributions come from dividends”.
In a context of still low interest rates and a booming stock market, investors might be tempted to redirect portfolios toward more liquid or more predictable assets, to the detriment of equity investment in SMEs.
This uncertainty could also affect the Mohammed VI Investment Fund (FM6I), a central actor in the development of Moroccan private equity. Created to attract private capital by investing in regulated funds, the FM6I plays a catalytic role.
Its effectiveness relies on a multiplier effect: every public dirham must generate several on the private side. For this, the tax framework must remain readable and stable over time.
As our source explains, “the success of this model is based on a simple principle: the clearer, more predictable, and more stabilized the framework is, the more the presence of FM6I plays its role as a multiplier”.
If fund taxation became less readable, this catalytic role might be weakened, particularly among foreign investors who compare Morocco with other jurisdictions where tax neutrality for funds is already well established.
A balance to build toward 2030
Beyond the immediate tax debate, the real question is the depth of the Moroccan capital market and its ability to sustainably support business growth.
The objective is to strengthen an investment ecosystem capable of supporting companies that are scaling up—those transitioning from SME status to significant industrial or exporting players. In this context, the stability of the tax regime becomes a pillar of investor confidence, just as essential as financial performance.
Our interviewee reminds us that “if we project ourselves toward 2030, the main challenge is to consolidate a patient capital market capable of supporting the rise of SMEs within industrial export value chains”.
This requires a coherent tax framework, a clear role for public capital as a leverage mechanism, and strengthened operational support for companies beyond financial contribution alone.
Internationally, several comparable countries, such as Portugal, Turkey, or Jordan, have succeeded in reconciling tax neutrality, fund attractiveness, and SME development. Morocco is following this trajectory.
The challenge is to make private equity a durable and institutional tool for financing productive transformation, and not a cyclical mechanism dependent on immediate tax incentives.
The 2026 Finance Bill represents a pivotal stage: its successful implementation will depend on the ability of public authorities and market players to turn this technical reform into levers of confidence and predictability.
It is at this price that Moroccan private equity will be able to continue sustainably supporting the real economy.
