Cap Table Software for Maghreb Startups: Morocco, Tunisia, and Algeria Aren't One Market

There is no cap table tool built specifically for Morocco, Tunisia, or Algeria, and treating the three as one "Maghreb" market is the first mistake. Each country runs its own company-law code and, unlike the 17-country OHADA bloc next door, there's no shared statute tying them together — Morocco's SARL/SA/SAS system, Tunisia's Startup Act, and Algeria's startup label are three separate legal answers to the same question. A founder in any of the three needs a cap table that doesn't assume Delaware or OHADA and can hold their own currency and share structure without a workaround.

Search "cap table software Morocco" or "startup equity Tunisia" today and you get the same generic global shortlist every market gets — Carta, Pulley, Cake, a handful of comparison blogs — none of which mention a Moroccan SA, a Tunisian label, or an Algerian simplified joint-stock company. That's the gap this piece fills: what actually governs equity in each of these three countries, and what that means for the tool tracking your ownership.

Three legal systems, not one region

It's tempting to lump Morocco, Tunisia, and Algeria together the way "MENA" gets lumped together elsewhere. Geographically and linguistically they share a lot — French as a working business language, Arabic as the official one, a civil-law tradition tracing back to French colonial-era codes. Legally, they diverged decades ago and have kept diverging:

• Morocco runs company law through its own Code de Commerce and specific company-law statutes (Law 5-96 for SARL/SA/SNC, Law 19-20 for the newer SAS), with no regional harmonization — closer in structure to a standalone civil-law jurisdiction like France itself.
• Tunisia layers a startup-specific statute, the Startup Act (Law No. 2018-20), on top of its general Commercial Companies Code — the only one of the three with a law written specifically for venture-backed companies.
• Algeria created its own startup label system by executive decree in 2020, later adding a simplified joint-stock company (via Law No. 22-09) reserved for labelled startups — a distinct legal vehicle non-labelled Algerian companies can't use.

None of this overlaps with OHADA, the uniform business code covering Senegal, Côte d'Ivoire, Cameroon, and 14 other West and Central African states. Cap table software for OHADA startups covers that separate system — proof that "Francophone Africa" is itself at least two legal worlds, not one.

Morocco: SARL, SA, or SAS — and a two-stage tax on options

Morocco gives founders three company forms, and the choice shapes what you can put on a cap table from day one.

The SARL (société à responsabilité limitée) is the default for small, closely held companies — cheap to set up, simple to run. Its ceiling is real: a SARL can't issue preference shares or securities convertible into shares, which rules it out the moment an investor wants a liquidation preference or a convertible instrument.

The SA (société anonyme) is the traditional vehicle for larger or more regulated companies, with heavier governance and a minimum shareholder count most two- or three-founder teams skip at seed stage.

The SAS (société par actions simplifiée), introduced by Law 19-20, is the form most venture-track Moroccan startups convert to before a priced round — it allows the articles of association to create multiple share classes and bespoke governance terms the way a Delaware C-corp or an OHADA SAS does, without a cross-border move.

Stock options exist under Moroccan law but aren't free of tax friction: gains are generally taxed twice — once at exercise, where the spread over the exercise price counts as salary income under the progressive income tax, and again at sale, with reported rates around 15% for listed securities and 20% for unlisted ones (startups fall into the unlisted bucket). The exact mechanics depend on holding periods and whether the grant sits inside a compliant employee share plan — confirm with a Moroccan tax adviser, not a settings toggle in any cap table tool.

Tunisia: the only Maghreb country with a statutory ESOP hook

Tunisia's Startup Act (Law No. 2018-20, with implementing Decree No. 2018-840) is the outlier in the region: it's one of the few African startup laws that puts employee equity participation directly into the statute rather than leaving founders to improvise with general company law.

To get the "Startup" label — and the tax holidays, simplified customs treatment, and salary-subsidy benefits that come with it — a company generally needs majority ownership (more than 50%) held by natural persons, venture capital funds (SICARs), or other regulated investment funds, plus age and revenue thresholds set by the implementing decree. Labelled companies gain access to equity instruments, commonly discussed as warrants or participation plans, that bring employees into the capital structure on a target- or milestone-linked basis — closer in spirit to a real option pool than the buy-back-clause workarounds common elsewhere in Francophone Africa.

The catch: secondary sources confirm this participation mechanism exists, but public detail on vesting schedules, eligibility limits, and exact tax treatment is thin. A Tunisian startup planning to use it should pull the current text of Law 2018-20 and its implementing decree directly, or work with counsel who has actually run a grant through it — this isn't yet as well-documented as a US ISO or a UK EMI scheme.

Algeria: a startup label and a company form built just for it

Algeria's startup framework is the newest of the three. Executive Decree No. 20-254 (September 2020) created a national startup-labelling system, run by a dedicated national committee, that grants tax exemptions, simplified public-procurement access, and eligibility for state financing. Law No. 22-09 went further, creating a simplified joint-stock company that only labelled startups can form — a distinct legal vehicle, not an option open to any Algerian company.

What's missing from the public record is a clear statutory stock-option mechanism tied to that label or company form. Unlike Tunisia, no source describes a specific legal instrument for granting equity to employees under Algerian startup law. That doesn't mean it's impossible — Algerian startups can still issue shares directly or build equity incentives into a shareholders' agreement, the same route founders use across most of Africa — but a founder shouldn't assume the startup label itself comes with an ESOP the way it loosely does in Tunisia.

What this means for your cap table, practically

None of the three countries has a cap table tool built around its specific statute, which means founders in all three are running the same risk: a spreadsheet that tracks ownership percentages but not the legal mechanics underneath — share classes that don't match what the SAS articles actually allow, an option grant with no paper trail back to the label that justified it, or a currency mismatch between the Moroccan dirham, Tunisian dinar, or Algerian dinar on the books and the USD or EUR figure in the term sheet. Cap table spreadsheet errors covers how that drift compounds — the same failure mode everywhere, just with different local triggers.

What a founder in any of these three markets actually needs from a cap table tool is less jurisdiction-specific legal automation — none exists yet for Morocco, Tunisia, or Algeria specifically — and more the fundamentals done right: an audit trail that survives a messy multi-currency, multi-share-class history; a ledger that doesn't assume a Delaware C-corp or force a workaround; and governance records that hold up when an investor or a labelling committee asks for them. Govy's cap table runs on an append-only, event-sourced ledger that doesn't care which company form you're on, ships a French interface as one of eight supported locales, and generates legal documents against a neutral fallback template when your jurisdiction isn't one of its built-out packs (currently Saudi Arabia, the UAE, US/Delaware, and the UK) — a founder or lawyer adapts that template locally rather than starting from a blank page.

If you're building in Rabat, Tunis, or Algiers and your spreadsheet has drifted from what your articles of association actually say, fix the record before a round, not during one. See how Govy tracks equity, governance, and fundraising on one ledger at govy.tech.

FAQ

Is there cap table software built specifically for Moroccan, Tunisian, or Algerian startups?

No dedicated local tool covers all three, and none of the three legal systems is close enough to treat as one market. Morocco, Tunisia, and Algeria each run their own company-law code with different share classes, capital rules, and (in Tunisia's and Algeria's case) their own startup-specific statutes. A founder searching for "Maghreb cap table software" is really looking for a currency- and jurisdiction-agnostic ledger they can adapt, not an off-the-shelf local product — that product doesn't exist yet.

Can startups in Morocco, Tunisia, or Algeria legally grant stock options to employees?

Morocco yes, through ordinary company law with specific double-stage tax treatment on exercise and sale. Tunisia yes, and more directly — its 2018 Startup Act references employee participation in startup capital for labelled companies. Algeria's 2020 startup label created a simplified joint-stock company for labelled startups, but no public source describes a statutory stock-option mechanism for it, so founders there are more likely working from general company law and a negotiated shareholders' agreement.

Should a Maghreb startup flip to a Delaware or French holding company to raise venture capital?

It depends on who's leading the round, not on a regional default. Investors backed by French funds or counsel often prefer a French or Moroccan/Tunisian holding structure they already understand; investors leading a US-style round still default to a Delaware flip. Startups raising only from regional MENA or pan-African funds frequently stay local and never flip at all.

What company form should a startup use in Morocco — SARL, SA, or SAS?

Most venture-track startups move to the SAS (introduced by Law 19-20) once they plan to raise outside money, because it allows flexible share classes and governance the way a US C-corp or an OHADA SAS does. A SARL is simpler and cheaper for a self-funded founding team but can't issue preference shares, which becomes a blocker the moment a priced round shows up. The SA remains the heavier, more regulated option most early-stage startups skip.

Is Tunisia's Startup Act label worth applying for?

For most Tunisian startups building toward outside investment, yes — it's the only Maghreb startup framework that puts employee equity participation directly into the statute rather than leaving it to negotiated contracts. The label requires that the majority of shares sit with natural persons, venture capital funds, or regulated investment funds, so a startup already majority-owned by a strategic corporate investor may not qualify. Confirm eligibility against the current text of Law 2018-20 and its implementing decree before counting on the label in a fundraising timeline.