The address of a company or branch, a lease and a title deed
A company's address is read first from its contract and from the entry in the commercial register, not from a real-estate page. The framework is on registering a company. The Law Office of Ali Barakat follows the question from Baghdad, al-Yarmouk. If the entity is a branch of a company formed outside Iraq, the branch address is read from the branches regulation on its page.
The principal office in the company contract
Article 13 of the Companies Law requires the company contract to contain, at a minimum, the company's principal office, which must be in Iraq. That statement is part of the contract submitted to the Registrar with the application for incorporation, under article 17, and the contract is not valid until the Registrar has authenticated it, under articles 19 and 203. Meetings of the general assembly are held at the company's principal premises or at any other place in Iraq if circumstances so require, under article 90. If the principal office changes, that is an amendment of a statement in the contract, and is read with amending the company contract and with the function of the contract.
Questions of lease and of title, if they arise in their own right, are reviewed in their own practice areas, not here.
The address in the commercial register
A company is, within thirty days of the date of its formation, to apply for entry in the commercial register, including, among other particulars, the address of its principal place of management, and is in general to include the information referred to in article 33 of Commercial Law No. 30 of 1984, among them the address of the principal office and the addresses of branches, under article 34. The merchant, the branch manager or the company is to apply for any amendment of those particulars to be noted in the commercial register, within thirty days of the date of the legal act, the judgment or the event that requires the notation, under article 35. The chambers of commerce and industry perform the tasks relating to the commercial register, under article 26. That entry is not company registration before the Registrar of Companies, and the difference is set out on the commercial register and the chambers.
Every merchant, whether a natural or a legal person, is to mention, in all correspondence and printed matter relating to the trade, the commercial register in which the merchant is entered and the number of the entry, and is to place the trade name on the façade of the premises, under article 37. The sanction in article 38 is read from the official text of that article.
A lease and a title deed before the Registrar
The company contract records the principal office in Iraq, and the commercial register records the address. A lease or a title deed may be presented in the file as evidence of that office address, or of the existence of premises at which the work is carried on. The Companies Law and the Commercial Law do not, in articles 13 and 17, set up a separate procedure for examining a title deed as a written condition of incorporation. Whether a lease or a deed is required in a particular file is read from the papers of that file and from official instructions if they appear in the text that applies to it.
The office follows a reading from Baghdad, al-Yarmouk.
Legal basis and sources
Frequently asked questions
Is this a real-estate page or a lease page?
No. The angle is the address requirement in the company contract, before the Registrar and in the commercial register. A property lease or title, in its own right, is not the subject of this page.
Must the principal office be in Iraq?
Yes. Article 13 requires the principal office to be stated in the contract and to be in Iraq.
Does entering the address in the commercial register stand in for stating it in the company contract?
No. The contract is submitted to the Registrar of Companies. Entry in the commercial register is a path before a chamber of commerce. Each has its own text and time limit.
Where is the company's principal office stated?
Article 13 requires the company contract to contain a statement of its principal office, which must be in Iraq. Entry in the commercial register at the chamber records the merchant's address under the Commercial Law, and is a path distinct from the particulars of the contract before the Registrar.
Related topics and articles
- 01The 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.
- 02Amending 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.
- 03Obligations 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.
- 04Registering 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.
- 05Company 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.