Buying or selling a business in Morocco: mistakes to avoid

A business sale can become difficult even after buyer and seller agree on a price. An unclear transaction perimeter, poorly explained figures or an incomplete handover can create disagreements late in the process. The following checklist helps both parties prepare the discussion before committing substantial time and money.

1. Discussing price before defining the transaction

Clarify whether the proposed deal concerns company shares, a business undertaking or selected assets. List the intended equipment, inventory, brand, contracts, premises and digital assets. Identify exclusions and items whose transfer needs verification. The implications depend on the deal structure; have the appropriate advisers review it.

2. Treating revenue as available profit

Attach dates and supporting records to the figures presented. Separate recurring expenses, exceptional items and future investment needs. A buyer should be able to compare the seller’s statements with available documents rather than rely on a single profitability claim.

Fictional example: two businesses report the same annual sales. One depends on a major customer; the other needs to replace equipment. Equal revenue does not imply equal risk or equal cash requirements. Record the questions raised by each situation and the evidence needed to answer them.

3. Sharing sensitive details too early

Start with an anonymised introduction describing the activity, broad location, scale and desired buyer profile. Release more information progressively to qualified contacts. A confidentiality agreement can help, but it does not replace access controls or careful selection of the documents shared.

4. Leaving verification until the end

Prepare a document and question list with your advisers. Depending on the transaction, it may cover accounts, commitments, contracts, employees, permissions, asset rights and customer or supplier concentration. Assign an owner and a deadline to each item. Keep missing information visible rather than treating an unanswered question as resolved.

5. Ignoring the buyer’s ability to complete

Clarify the buyer’s objectives, timetable, experience and proposed financing. Distinguish funding being sought from funding already confirmed. The seller should also identify decision-makers and organise the people responsible for providing records.

6. Forgetting the handover

Plan the transfer of key contacts, operating procedures and authorised access, along with any training and communication to affected parties. Define what support the seller will provide after completion, for how long and under what conditions, and document the appropriate commitments.

Before moving to the next negotiation stage

• Are the transaction scope and exclusions written down?
• Are the figures dated and supported?
• Is sensitive information released in stages?
• Does every unresolved question have an owner?
• Are financing assumptions and timing realistic?
• Is there a practical handover plan?

This checklist helps organise the process; it does not replace professional review of the specific transaction. Continue with our business buying guide, business selling guide and due diligence introduction.