Real Estate Collective Investment Vehicles (OPCI) in Morocco

Introduction

What are OPCIs? How do they work? What advantages do they offer investors and the broader real estate market? And how can Mazars assist management companies in their implementation and compliance?

Morocco has taken another step in deepening and diversifying its capital markets by introducing a new category of regulated investment vehicles — Organismes de Placement Collectif Immobilier (OPCI), or Real Estate Collective Investment Schemes. The Kingdom thus becomes the third African country to adopt this framework, offering institutional and private investors a transparent and professionally managed gateway into income-generating real estate assets.

1. What Is an OPCI?

An OPCI is an investment vehicle designed to hold and manage income-producing real estate assets — primarily commercial or professional properties — alongside selected financial instruments.

In Morocco, two main structures exist:

• Public OPCIs, open to retail investors;

• OPCIs à Règles de Fonctionnement Allégées (RFA), simplified-structure OPCIs reserved for qualified or institutional investors.

A newcomer to Morocco’s financial landscape, the OPCI must invest primarily in leased or leasable real estate generating rental income, which is then distributed to investors as dividends.

Target investors:

• Institutional and professional investors such as corporates and banks;

• Individual investors.

Legal structures:

• Fonds de Placement Immobilier (FPI) — Real Estate Investment Fund;

• Société de Placement Immobilier (SPI) — Real Estate Investment Company.

Asset composition (Law 70-14, Article 27):

• Minimum 60% of total assets in real estate;

• Minimum 10% in liquid assets;

• Maximum 20% in undeveloped land or properties under construction.

2. Focus on OPCI Management Companies

By regulation, every OPCI must be managed by an AMMC-licensed portfolio management company (Autorité Marocaine du Marché des Capitaux). These firms provide regulated investment management services — overseeing both financial and real estate portfolios on behalf of investors.

To operate, management companies must demonstrate adequate organizational, human, and technical resources consistent with the maturity and scale of their activities. Their internal framework should ensure:

• Diligent and impartial execution of duties in the exclusive interest of unitholders;

• Effective conflict-of-interest prevention mechanisms;

• Clear segregation of duties and responsibilities;

• Robust, multi-level internal control structures;

• Confidentiality of sensitive information;

• Operational continuity and resilience.

Delegation of certain functions is recommended during the early phases of OPCI setup.

Management companies may outsource authorized activities (subject to AMMC approval) to focus on their core functions, while remaining fully responsible for oversight and compliance.

An optimal structure typically includes outsourcing property and facility management — a significant opportunity for specialized real estate operators to manage asset exploitation and technical maintenance.

3. Advantages for Corporate Investors

Investing in OPCIs offers a range of strategic and financial advantages:

• Exposure to regulated investment vehicles under AMMC supervision;

• Financing or refinancing of rental assets;

• Liquidity transformation — converting illiquid real estate into tradeable investment units;

• Fair-value revaluation of portfolios, potentially generating significant, tax-exempt capital gains;

• Improved portfolio returns via disposal of low-yielding assets and reinvestment into higher-performing ones;

• Optimized net income through rental-yield strategies managed by professionals;

• Transfer of property management duties to expert asset managers.

Tax incentives:

• Exemption from capital gains tax on property contributions;

• Exemption from registration duties on cash or in-kind contributions;

• 50% tax reduction on gains realized upon full or partial sale of shares;

• Exemption from corporate income tax (CIT) on OPCI-level profits;

• Exemption from withholding tax on dividends, interest, and related income received by the OPCI;

• Dividend tax reduction: 60% for corporates, 85% for individuals;

• Exemption from registration fees for subscriptions and redemptions.

4. Impact on the Real Estate Market

The OPCI regime is expected to play a transformative role in Morocco’s real estate ecosystem.

Key benefits include:

• Professionalization of the rental property market, particularly office real estate, through the rise of certified property managers, facility managers, and valuation experts;

• Revitalization of the commercial real estate segment, with potential transaction volumes exceeding MAD 200 billion in the office sector alone;

• Expansion opportunities across retail (shopping malls), hospitality, logistics, and industrial zones;

• Increased market transparency through semi-annual fair-value reporting of underlying assets;

• Reduction of informal market practices, driven by stronger legal security and regulatory oversight.

5. Frequently Asked Questions

Where can investors subscribe to an OPCI?

Subscriptions are made directly through licensed management companies.

Is an OPCI liquid?

Yes. Investors may request partial or full redemption of their shares at any time.

Is capital guaranteed?

No, OPCI capital is not guaranteed.

What is the recommended holding period?

Typically 8 to 10 years to fully benefit from income distribution and capital appreciation.

What information is provided to investors?

Investors receive regular annual, semi-annual, or quarterly reports (management reports, financial statements, valuation summaries, property inventories, and auditor reports).

How can an investor exit an OPCI?

Redemption may occur at any time based on the net asset value (NAV) established at the time of withdrawal.

Conclusion

The introduction of OPCIs marks a new stage in Morocco’s financial and real estate modernization — bridging capital markets and property investment under a transparent, professionally managed, and fiscally attractive structure.

By combining institutional governance standards, stable rental yields, and tax efficiency, OPCIs are poised to attract both domestic and international capital — positioning Morocco as a regional hub for real estate investment innovation.