Home › Resources › Raise pre-seed in Morocco
Funding · 11 min readRaise pre-seed in Morocco — the realistic playbook
A grounded guide to raising your first MAD 1M – MAD 5M in Morocco: who writes the cheques, what dilution to expect, what instruments work under Moroccan law, and how to close cleanly when your investors are split between Casablanca, Paris and the Gulf.
Map of pre-seed capital in Morocco (2026)
| Source | Typical cheque | Equity expected | Speed |
|---|---|---|---|
| Innov Idea (Tamwilcom) | MAD 100–200k | 0 % (grant) | 2–3 months |
| Tatwir Startup Boost | MAD 200k | 0 % (grant) | 3 months |
| 212 Founders convertible | USD 100–500k | ~ 10–15 % at conversion | 3–4 months |
| MoBAN angels | MAD 200k–2M | 5–15 % | 2–3 months |
| MNF Ventures | MAD 1–10M | 10–20 % | 3–6 months |
| Outlierz Ventures | USD 250k–1M | 10–20 % | 3–4 months |
| Friends & family | MAD 100–500k | 5–15 % | Days–weeks |
Realistic dilution at pre-seed
Plan for 15–25 % total dilution across the pre-seed round. Anything above 25 % is a red flag for the next investor; anything under 10 % suggests a too-low cheque for the runway.
- MAD 2M raise on MAD 12M post-money = 16.7 % dilution → healthy.
- MAD 4M raise on MAD 18M post-money = 22 % dilution → pushing it; expect a request for an option pool refresh.
- Stack the grants first (Innov Idea + Tatwir) to extend runway before you sell equity.
Instruments that work under Moroccan law
1. Convertible note (obligation convertible)
- Best when valuation is hard to set and you expect a Series A within 18–24 months.
- Standard discount 15–20 %, valuation cap 2–3× current ARR multiple.
- Moroccan SARL: documentable; SA: requires AGM authorisation for the conversion mechanism.
2. SAFE (Simple Agreement for Future Equity)
- Y-Combinator-style SAFEs are not directly enforceable under Moroccan corporate law.
- Workaround: incorporate a Delaware or French parent (HoldCo) and issue SAFEs from there; Moroccan OpCo is wholly owned. Common with 212 Founders alumni.
- Cost of the HoldCo: ~ USD 1 500–3 000 + USD 800 / year compliance.
3. Priced equity round
- Capital increase via AGM, statuts modification, OMPIC update.
- Notaire fees ~ MAD 4 000–8 000; turnaround ~ 4 weeks.
- Standard SHA: pre-emption, tag-along, drag-along, anti-dilution (broad-based weighted average).
Term sheet — what is genuinely standard in Morocco
| Liquidation preference | 1× non-participating (anything else is investor-greedy at pre-seed). |
|---|---|
| Anti-dilution | Broad-based weighted average. |
| Pro-rata rights | Yes, full at next round. |
| Board | 1 founder seat + 1 investor seat (or observer) at pre-seed. |
| Vesting | 4-year vesting, 1-year cliff, on founder shares (yes, even for the founders). |
| Option pool | 10–15 % post-money — created from existing share capital before round closes. |
| Information rights | Quarterly management accounts, annual audited statements. |
| Reps & warranties | Standard Moroccan formulation; cap at amount invested. |
Watch for. Participating liquidation preferences, full-ratchet anti-dilution, > 1× preferences, mandatory drag-along below 75 % consent, founder vesting with no acceleration on change of control. All of these are non-market in Moroccan pre-seed.
SPV — when it makes sense
If you take 8 angels in for MAD 200k each, do not put them all on the cap table. Use a Société de Placement Collectif or a French SAS holding to consolidate them into a single line.
- Common vehicles: Luxembourg SCSp, French SAS, Mauritius GBL.
- For MoBAN angel syndicates, ask if they’ll syndicate via their own SPV.
- Cost: USD 5 000–10 000 setup + USD 2 000 / year. Worth it above 5 angels.
Process — 90-day pre-seed close
- Day 1–14: Update deck, financial model, data room (statuts, RC, cap table, contracts, IP).
- Day 14–45: Outreach. Aim for 30 first calls → 15 second calls → 5 term-sheet conversations.
- Day 45–60: Lead investor agrees term sheet. Use it to close followers.
- Day 60–80: Legal — SHA, statuts modification, AGM, capital increase.
- Day 80–90: Wire-transfer, OMPIC filing, beneficial-owner update, press release.
Red flags founders create themselves
Friends-and-family cap table chaos. 12 cousins on 0.5 % each will scare off MNF or Outlierz. Consolidate before you go to professional investors.
Inflated valuations from foreign comparables. A San Francisco YC company at USD 12M cap is not a comparable for an Agadir SaaS at MVP.
No runway plan. If you cannot articulate exactly what milestones the cheque will hit and at what month money runs out, expect a pass.