A deadlocked société à responsabilité limitée is rarely a legal problem at first. It is a relationship problem that has run out of governance to absorb it. By the time the firm sees the file, two shareholders holding equal parts have failed to approve accounts for two consecutive years, and each is convinced the other is acting in bad faith.
Where the deadlock usually starts
Moroccan practice has produced a generation of standard-form articles that treat the equal two-member SARL as though it were a partnership among friends. Ordinary decisions require a simple majority of the parts. With two equal holders, a simple majority is unattainable the moment they disagree. Nothing in the articles breaks the tie because nobody drafting them expected a tie.
The routes out
Negotiated exit
The cleanest resolution is almost always one shareholder acquiring the other's parts. The difficulty is valuation, and valuation in a deadlock is not a technical exercise — it is a negotiation in which both parties know the alternative is worse for both.
Judicial dissolution
Dissolution for just cause remains available where the deadlock is genuinely irreparable, but it is a remedy that destroys the asset in order to divide it. It should be the position of last resort and, frankly, is most useful as the backdrop against which a negotiated exit becomes attractive.
Provisional administration
Where the company faces urgent decisions the shareholders cannot make, the appointment of a provisional administrator keeps the business running while the underlying dispute is resolved. It buys time. It does not buy agreement.
The drafting that prevents it
Every one of these is more expensive than the clause that would have avoided them. Three provisions are worth insisting on at incorporation:
- A casting vote, a rotating chair, or a third holder of a single part to break equality
- A buy-sell mechanism with a pre-agreed valuation method, triggered by defined deadlock events
- A mediation clause covering shareholder disputes specifically, not merely contractual ones
None of the three is unusual. All three are routinely dropped from the articles to save time at incorporation.