Our Specialty

Registering Businesses in Iraq

With the rapid growth of the Iraqi economy since its victory over ISIS in 2017, the country has seen an exponential increase in the number of companies registered at the Iraqi Companies Registration Office at the Ministry of Trade surpassing 100,000 entities as of 2024 most of which are local limited liability companies and branches of foreign entities.

With enhanced security and business opportunities, the Iraqi Government had made huge strides in activating its Investment Law No (13) of 2006 which gives many advantages such as free taxation, free customs, free land and much more incentives for both local and foreign investors.

This had opened the country to receiving a 24 billion USD of Foreign Direct Investment [FDI] in 2024 mainly from EU, GCC, Asian and North American investors.

ALSAIF Law Firm uses its extensive experience of successfully registering more than 2,000 companies since 1979 and assist its clients with choosing the optimal corporate structure, keeping in mind their business needs and help in meeting all necessary compliance as per relevant laws and regulations.

Local Company [Limited Liability Company] Registration Procedure

According to the Company Law No. 21 for 1997 (as amended), the steps of registration of a local company are as follows:

  1. Selecting and registering the company name at the Federation of Iraqi Chambers of Commerce and the relevant local Chamber of Commerce such as the Baghdad Chamber.
  2. Drafting of the Articles of Association to decide on the company name, capital, business activates, shareholders, board members, directors etc…
  3. Depositing the capital at non-interest-bearing account with an authorized bank in Iraq.
  4. Registration at the Companies Registration Office – Iraqi Ministry of Trade
  5. Registration at the General Commission of Taxes – Department of Corporate Income Tax and Department of Direct Deduction Tax
  6. Registration at the Department of Social Security – Iraqi Ministry of Labour
  7. Registration at the Iraqi Bar Association
  8. Issuing a local Chamber of Commerce Trader Certificate to obtain the company classification.

Registration procedure takes about 10 to 15 workdays.

Branch Registration Procedure

To ensure compliance with the Foreign Branches Organization Law No. (2) for 2017 and avoid any late registration penalties, ALSAIF Law Firm register its clients branches at all of the necessary institutions as per the following:

  1. Registration at the Companies Registration Office – Iraqi Ministry of Trade
  2. Registration at the General Commission of Taxes – Department of Corporate Income Tax and Department of Direct Deduction Tax
  3. Registration at the Department of Social Security – Iraqi Ministry of Labour
  4. Registration at the Iraqi Bar Association

Requirements:

  1. The mother company has to be no less than 1 year old.
  2. The most recent audit report of the mother company must not show losses (it can be balanced -no profit-).

Process:

  1. After collecting necessary information from the client ALSAIF Law Firm team starts preparing the relevant application forms, pledges, request letters for the registration of the branch as per the requirements of Companies Registration Office.
  2. The Client is then provided with a step-by-step guide on how to complete, sign and notarize the documents at the relevant local Ministry of Foreign Affairs and closest Iraqi Embassy.
  3. After receiving the documents and completing local notarization at the Iraqi Ministry of Foreign Affairs ALSAIF Law Firm start the registration process which takes about 10 to 15 workdays.

Types of Companies in Iraq

Joint stock companies - mixed or private

Joint stock companies must be established by at least five natural or legal persons. They offer shares through public subscription. The shareholders are responsible for company debts to the extent of the value of their respective shares.
Iraqi law requires insurance, reinsurance, financial investment, banks, and money transfer firms to be joint stock companies (Article 10 of the Companies Law No. 21 of 1997as amended). Founding shareholders must post an incorporation deposit Article (28) of the Companies Law No. 21 for 1997 in a bank authorized to operate in Iraq. Financial investment companies operate as financial intermediaries investing in financial securities. They are governed by the Companies Law as any other joint stock company. Their operations, however, are supervised by the Central Bank of Iraq in accordance with the Iraqi Central Bank Law No. (56) for 2003 and Financial Investment Companies Regulations No. 6 for 2011.

Sole Proprietorships

Sole proprietorships may be established by a single natural person. In sole proprietorships, the owner assumes personal, unlimited liability. This company is called a “sole owner enterprise”. Joint liability companies. Joint liability companies are established by a number of persons ranging between two and twenty-five natural or legal. The liability of the owners is unlimited, and they participate in proportion to their respective shares in the company.

Simple companies

Simple companies are established by a number of persons ranging between two and five, each of whom contributes capital to the company in the form of cash or labour The Companies Law requires simple companies to have notarized incorporation papers. Simple company’s partners must deposit a copy of the incorporation charter, delineating the partners and their quotas with the Iraqi Companies Registration Office (CRO) at the Ministry of Trade (MOT).

Limited liability companies - mixed or private

Limited liability companies may be formed by no less than two and no more than twenty-five natural or legal persons. Limited liability companies may also be established by a single natural person. Founders are responsible for company debts to the extent of the nominal value of their respective shares. A mixed company may be formed by agreement between one or more legal persons from the public sector and one or more from other sectors, i.e., private, mixed, and/or cooperative, provided that public sector shares represent no less than 25 percent of the total company capital. If the percentage of state-owned shares falls below 25 percent, the company is considered a private company. The vast majority of registered enterprises in Iraq are limited liability companies.

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