Recording a company with the Companies Registrar

An Iraqi company is registered before the Companies Registration Department and the Registrar of Companies at the Ministry of Trade, under the Companies Law of 1997, as later amended, including Law No. 17 of 2019. The Law Office of Ali Barakat follows this path from Baghdad, al-Yarmouk, with no branch in another governorate. This page is a general framework. It is not a reproduction of a source-site page, and it is not an operating manual for an electronic platform.

The Companies Registration Department and the Registrar

Article 16 of the Companies Law names the Registrar of Companies as "the Registrar". The application for incorporation is submitted to the Registrar with the company contract, the bank's certificate that the capital required by article 28 has been deposited, and, in a joint-stock company, the economic and technical feasibility study, under article 17. Article 19 provides that the Registrar approves the application unless it is found to conflict with a specific provision of the Law, and announces approval or refusal within ten days of receiving the application. Except in a joint-stock company, the certificate of incorporation is issued when the decision of approval is issued, and is evidence that the company has been formed. If the application is refused, the Registrar issues a written decision stating the reasons, the provisions and the facts, under articles 19 and 24. The applicant may object to a refusal before the Minister of Trade within thirty days of notification, and the Minister is to decide within thirty days of the objection being filed. If the Minister refuses the application, the text allows a challenge to the Minister's decision within thirty days. Article 19 also provides that the certificate is not issued without payment of the fees.

Article 21 requires the Registrar to publish the decision of approval in the special bulletin issued under article 206. In a joint-stock company, the certificate of incorporation is issued after the public subscription, and within fifteen days of the founders' submitting the information set out in article 46. The company's legal personality begins on the day the certificate of incorporation is issued, and that certificate is proof of its legal personality, under article 22. A company established in Iraq under this Law has Iraqi nationality, under article 23. The company contract is not valid until it has been authenticated by the Registrar in accordance with article 19, as article 203 provides. Decisions of the Registrar may be objected to before the Minister of Trade within thirty days of notification, under article 204, by the route set out in article 24.

Company forms and legal personality

Article 4 defines a company as an agreement under which two persons or more each put in property or work towards an economic venture, so as to share the resulting profit or loss, with two exceptions: a sole proprietorship may be formed by one natural person, and a limited-liability company may be formed by a single owner. The company acquires legal personality under this Law, as article 5 states.

The types in article 6 include the mixed or private joint-stock company, which is composed of no fewer than five persons; the shareholders subscribe for shares in a public offering and are liable for the company's debts to the extent of the nominal value of the shares for which they subscribed. The mixed or private limited company may not have more than twenty-five natural or legal persons, who bear liability to the nominal value of the shares they have taken. A general partnership is formed of no fewer than two and no more than twenty-five natural persons, each of whom has a share, and who bear jointly unlimited personal liability for all of the company's obligations. A sole proprietorship is composed of one natural person who owns the single share and is personally and unlimitedly liable for all of the company's obligations. The simple company has its own chapter in articles 181 and following: it is formed of no fewer than two and no more than five partners; its contract must be notarised by a notary public and a copy is left with the Registrar; failing that, the contract is void; and it acquires personality on the day the copy is left with the Registrar, not from a certificate as in the other types. The holding company was added by article 7 bis: it is a joint-stock or limited company that controls a subsidiary in one of the two cases the article sets out, and the word "holding" must be attached to its name. The detail is on company forms and on the pages for each type.

Article 12 distinguishes Iraqi and foreign membership. A natural or legal Iraqi person has the right to acquire membership as a founder, a shareholder or a partner, unless that person is prohibited, by reason of the person or of a capacity, under a statute or a decision issued by a court or a government body. A natural or legal foreign person may acquire membership as a founder or a shareholder in joint-stock and limited companies, provided that the Iraqi participation is not less than fifty-one per cent of the capital, under the text as replaced by Law No. 17 of 2019.

The company contract and the application

The founders prepare a company contract signed by them or by their legal representatives, containing at least what article 13 lists: the company's name and type; its principal office, which must be in Iraq; the purpose and the general nature of the work; the capital and its division into shares; the manner of distributing profits and losses in general partnerships; the number of elected members of the board of a private joint-stock company; and the founders' names, nationalities, occupations, permanent places of residence and the number of shares or the amount of the share of each. In a limited company when there are no other founders, or in a sole proprietorship, the founder prepares a statement that stands in the place of the company contract, and the provisions that apply to the contract apply to that statement wherever they appear in the Law, under article 14. The function of the contract and of the statement is on the company contract and internal rules. The company name before the Registrar is distinguished from a trademark on choosing a company name.

How does this differ from a foreign-company branch?

Opening a branch of a company formed outside Iraq is not the formation of a new Iraqi company. The branch is read from Regulation No. 2 of 2017 on foreign-company branches and its two amendments, and its path is on registering a foreign-company branch. An Iraqi company is a separate legal person formed under the Companies Law. Registration of the company does not stand in for registering a trademark if protection of a mark is sought, nor for a commercial-agency licence if that form applies, nor for a tax file opened with the General Commission for Taxes on its own path, the framework of which is on tax assessment.

After the certificate, and what recurs each year

What follows immediately after the certificate is issued — including the founders' meeting within thirty days under article 87, and recording the company in the commercial register within thirty days of its formation under article 34 of Commercial Law No. 30 of 1984 — is set out on what is required after the certificate of incorporation. What recurs thereafter — final accounts, an audit, a general-assembly meeting and the sending of copies to the Registrar — is on recurring obligations. Amending the contract, changing the managing director and transferring shares are on a separate page. Article 223 allows electronic circulation in dealings before the Registrar, provided the Registrar prepares the requirements of the electronic system; the detail is on electronic company registration, with no button-by-button guide to a platform.

The name, the address and the commercial register

The company name is an element of its contract before the Registrar. The trade name of a merchant, whether a natural or a legal person, is read from articles 21 to 25 of the Commercial Law. Recording an individual merchant in the commercial register is a task of the chambers of commerce and industry, and the president of the chamber at the place of the entry is the registrar of trade names and is responsible for the register there, under articles 26 and 27. That path is not company registration before the Registrar of Companies, and is set out on the commercial register and the chambers. The principal office is stated in the contract and must be in Iraq; the company's address and its relation to a lease or a title deed are on the address page. If the dealing is in Basra, the federal law is the same, and coverage is from Baghdad, al-Yarmouk, with no branch and no city page, on registering a company in Basra.

Bankruptcy and protective composition, and commercial papers

Article 331 of Commercial Law No. 30 of 1984 repealed Commercial Law No. 149 of 1970 except Book Five thereof, which contains the provisions on bankruptcy and protective composition, in articles 566 to 791, until the rules of insolvency are organised by a law. The detail is on bankruptcy and protective composition. Bills of exchange and promissory notes are read from Book Three of the Commercial Law, and their enforcement, once they are among the instruments that may be enforced, proceeds before an Enforcement Directorate under Enforcement Law No. 45 of 1980, not as general debt collection, on the commercial-papers page.

Competition, consumer protection and the electronic signature

Once it exists, the company is also subject to Competition and Anti-Monopoly Law No. 14 of 2010 before the Council of Competition and Anti-Monopoly Affairs, to Consumer Protection Law No. 1 of 2010 before the Consumer Protection Council, and to the evidential force that Electronic Signature and Electronic Transactions Law No. 78 of 2012 gives within its scope. Those paths are on the pages on competition, consumer protection and advertising and the evidential force of electronic contracts and signatures. A shop on social media does not stand in for registration if the character of a merchant or the form of a company applies, on its page. A contractor-classification identity is an additional path, distinct from recording the company, on its page. What concerns disclosure of a beneficial owner is read only from official texts, on its page.

The office follows a reading from Baghdad, al-Yarmouk.

Legal basis and sources

1. Companies Law No. 21 of 1997
2. Amendment Law No. 17 of 2019 (Official Gazette No. 4554 of 9/9/2019)
3. Commercial Law No. 30 of 1984 (Official Gazette No. 2987)

Frequently asked questions

Topics in this area

• 01Obligations that recur after a company is recordedFinal accounts, the audit, the general-assembly meeting and copies sent to the Registrar, distinct from post-incorporation steps and from branch duties.
• 02The address of a company or branch, a lease and a title deedThe company's address in its contract, before the Registrar and in the commercial register; a lease or deed may evidence it. Not a real-estate page.
• 03Registering a company in Basra: which department is approached, and what differs from Baghdad?Registering a company when dealing in Basra under the federal Companies Law, followed from Baghdad.
• 04Company forms under the Iraqi Companies LawCompany types under Companies Law No. 21 of 1997 as amended: joint-stock, limited, partnership, simple, sole proprietorship and holding.
• 05What is required of the company after the certificate of incorporation is issued?What follows the certificate of incorporation: the founders meeting, the commercial register and a tax file, distinct from recurring yearly filings.
• 06Amending the company contract, changing the managing director and transferring sharesAmending the company contract, changing the managing director and transferring shares under Companies Law No. 21 of 1997 as amended.
• 07Bankruptcy and protective composition under the Commercial LawBankruptcy and protective composition: Commercial Law 30 of 1984 kept Book Five of Law 149 of 1970 until insolvency is regulated.
• 08Disclosure of the beneficial owner in Iraqi companiesWhat the Companies Law requires on owners names, the members register and board-interest disclosure, with no added beneficial-owner duty.
• 09Bills of exchange and promissory notes, and their enforcementBills and promissory notes under the Commercial Law, enforced at an Enforcement Directorate under Law 45 of 1980, not general debt collection.
• 10Recording an individual merchant in the commercial register and at the chamber of commerceAn individual merchant is recorded in the commercial register at a chamber of commerce, distinct from company registration with the Registrar.
• 11The company contract and internal rules: the function of each documentThe company contract and the statement before the Registrar under articles 13 and 14, distinct from any internal rules.
• 12The company name before the Registrar of CompaniesThe company name in its contract before the Registrar, the trade name in the commercial register, and a trademark as a separate path.
• 13The Competition and Anti-Monopoly Law and the Competition CouncilCompetition and Anti-Monopoly Law No. 14 of 2010 and the Council of Competition and Anti-Monopoly Affairs: prohibited practices and mergers.
• 14Consumer protection and company advertisingConsumer protection and company advertising under Consumer Protection Law No. 1 of 2010 and the Consumer Protection Council.
• 15A contracting company and the contractor-classification identityA contractor classification identity is an additional path, distinct from company registration, before the Ministry of Planning.
• 16An online shop and selling on social media: registration and obligationsSelling through an online or social-media shop: merchant or company registration and consumer-protection duties, with no invented licence.
• 17Electronic registration of a company through the Registrar's platformElectronic registration before the Registrar of Companies under article 223, with no button-by-button platform guide.
• 18The evidential force of electronic contracts and signatures for companiesEvidential force of electronic contracts and signatures for companies under Law 78 of 2012, distinct from contract-drafting pages, with no unnamed court.
• 19Withholding from amounts due to a foreign contractor or companyWithholding from a foreign contractor or company is read from the Income Tax Law and official instructions, not the assessment page.
• 20A foreign-brand franchise: company structure and the commercial-agency licenceA foreign-brand franchise is read from the company or branch structure and, where it applies, the agency licence, not the contract-drafting page.
• 21General assembly meetings, quorum and minutesA general assembly meeting: the invitation, quorum, minutes and decisions under the Companies Law, and sending those decisions to the Registrar.
• 22General partnerships and simple companiesA general partnership has unlimited personal liability. A simple company has its own chapter, and personality starts when its contract is deposited.
• 23Holding companies in the Companies Law after the 2019 amendmentA holding company is a joint-stock or limited company that controls a subsidiary, under article 7 bis added by Law No. 17 of 2019.
• 24Registering an information-technology or software companyAn IT or software company is registered under the general frame of Companies Law No. 21 of 1997 as amended.
• 25The managing director of a limited company: authority and responsibilityThe managing director of a limited company: appointment, removal, and limits of authority under articles 117, 121(3), 122 and 123.
• 26Merger of a company and transformation of its typeMerger and transformation under articles 148 to 157: when a merger is allowed, when it takes effect, and the limits on transforming into a simple company.
• 27Partner disputes, a request for liquidation, and a challenge to general-assembly decisionsPartner disputes: causes of liquidation, and a 5% objection to general-assembly decisions before the Registrar and then the Court of First Instance.
• 28Powers of attorney and delegation in company dealingsA power of attorney in company dealings is read from the Civil Code and article 91 for assembly meetings.
• 29Private and mixed joint-stock companiesPrivate and mixed joint-stock companies: formation, the founders’ subscription, the certificate after the offering, and the board.
• 30Documents for an application to form a company before the RegistrarDocuments to form a company are those in article 17 after 2019: the contract, a bank certificate, and a joint-stock feasibility study.
• 31A limited company with a single ownerA single-member limited company is allowed by article 4, second paragraph, and differs from a sole proprietorship, whose liability is unlimited.
• 32A sole proprietorship or a limited company?A sole proprietorship has unlimited personal liability for one natural person. In a limited company, liability stops at the nominal value of the shares.
• 33Suretyship in company contractsSuretyship joins one estate to another in claiming performance, under Civil Code article 1008, including in company contracts.
• 34Registering a company in Erbil before the registration body in the RegionRegistering a company when dealing in Erbil is before the Region’s companies directorate, from the Baghdad office, with no branch.
• 35The General Directorate for Companies Registration in the Kurdistan Region: what differs in the path?The Kurdistan Region companies directorate: the body and the path, not a repeat of the Erbil page, and with no invented statute number.
• 36Short definitions: a sole proprietorship, a trademark, and an investment licenceShort definitions of a sole proprietorship, a trademark, and an investment licence, pointing to each dedicated page and not replacing it.
• 37What did Law No. 17 of 2019 change in forming an Iraqi company?The first amendment to Companies Law No. 21 of 1997, Law No. 17 of 2019: incorporation documents, minimum capital, the Iraqi share in a company with a foreign partner, holding companies, liquidation by the registrar, and electronic dealings.
• 38When can the Registrar of Companies refuse an incorporation application, and what must the refusal say?When Iraq's Registrar of Companies may refuse an incorporation application under Companies Law No. 21 of 1997, what the refusal decision must state, the deadlines for objecting to the Minister of Trade and then the court, and refiling.
• 39What should be checked legally before buying into an Iraqi company?A legal checklist before buying shares in an Iraqi company: incorporation papers, share-transfer restrictions and the members' first right to buy, the foreign-ownership cap, workers and social security, tax, records, and liquidation risk.
• 40Liquidating an Iraqi company and striking it off: the steps after the liquidation decisionWhat happens after an Iraqi company is put into liquidation under Companies Law No. 21 of 1997: appointing the liquidator, calling creditors, the order of payment, voiding pre-liquidation dealings, tax authority approval, notice to social security, striking off and distributing the remainder.
• 41Forming a company in Sulaymaniyah or Duhok before the Region's companies directorateHow a local company is formed in Sulaymaniyah or Duhok: the companies directorates under the General Directorate of Companies Registration in the Kurdistan Region's Ministry of Trade and Industry, the online account, local trade-name approval, and the published documents and conditions.

Always check the text in force and its amendments in the official source.

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