Recording an individual merchant in the commercial register and at the chamber of commerce
Recording a merchant in the commercial register is a path before the chamber of commerce and industry, not before the Registrar of Companies. The general framework for a company is on registering a company. The Law Office of Ali Barakat follows the question from Baghdad, al-Yarmouk.
Who is a merchant, and what is required
Article 7 of Commercial Law No. 30 of 1984 treats as a merchant every natural or legal person who, in that person's name and for that person's account, carries on a commercial activity by way of profession, under this Law. A merchant must record the merchant's name in the commercial register, keep the commercial books the law prescribes, adopt a trade name and have a place for commercial dealings, under article 9. A person who carries on a small craft is not treated as a merchant, under article 11, within the limits the text draws. Creating commercial papers is a commercial act regardless of the character of the person who creates them, under article 6, but that does not of itself take the place of the professional conditions in article 7 if the question is the character of a merchant.
Every merchant is, within thirty days of the date of opening the commercial premises, or of the date of acquiring them, to apply for entry in the commercial register, containing the information article 33 lists, including the merchant's name, date and place of birth and nationality, the trade name, the type of trade, the date the premises were opened or acquired, the address of the principal office and of any branches, and the names of any agents. If a branch is opened, the application is to state the number and date of the principal office's entry, the name of the branch manager and the date the branch was opened. If the merchant has a principal office outside Iraq and a branch inside it, the application to record the branch is to refer to the licence issued to carry on the activity in Iraq.
The chamber of commerce and industry and the register
The chambers of commerce and industry perform the tasks relating to the commercial register that this Law provides for. The president of the chamber of commerce and industry at the place of the entry is the registrar of trade names and is responsible for the commercial register there, under article 26. The commercial register is a public register kept by the chambers for the entry of the particulars the law requires of a merchant, or allows the merchant to enter, which identify the merchant, the type of activity, the organisation under which the business is conducted, and every change that occurs, under article 27. The register is of two kinds: a name register and a type register, under article 28. The General Federation of Iraqi Chambers of Commerce and Industry keeps general, central name and type registers containing the particulars entered in the chambers' registers, under article 29. The register is based on the principle of publicity. Any citizen may apply to inspect its contents and to obtain a certified copy against the fee fixed in the schedule annexed to the Law, under article 30. The chamber is to publish a summary of what is entered, and is to verify the correctness of the particulars and monitor their correspondence with the facts, under articles 31 and 32.
The merchant, the branch manager or the company is to apply for any amendment of the particulars in articles 33 and 34 to be noted within thirty days, under article 35. Judgments declaring insolvency, and judgments of composition, are noted in the register, under article 36, as set out on the bankruptcy and protective-composition page. Every merchant is to mention, in correspondence and printed matter, the register and the number of the entry, and is to place the trade name on the façade of the premises, under article 37.
What is distinct from company registration?
A company, as a legal person, is formed before the Registrar of Companies under Companies Law No. 21 of 1997 as amended, and must then, within thirty days of its formation, apply for entry in the commercial register under article 34. Entry in the commercial register is an additional duty of the company after it is formed. It is the same path an individual merchant follows, but it does not stand in for the company's certificate of incorporation. A company name before the Registrar is distinct from a trade name entered in the commercial register, and from a trademark, on the name page.
The office follows a reading from Baghdad, al-Yarmouk.
Legal basis and sources
Frequently asked questions
Is recording a merchant in the commercial register the same as registering a company with the Registrar?
No. The commercial register is kept by the chamber of commerce and industry. Company registration is a path before the Registrar of Companies under the Companies Law.
Who is the registrar of trade names?
The president of the chamber of commerce and industry at the place of the entry, who is responsible for the commercial register there, under article 26.
When is an individual merchant's application for entry to be made?
Within thirty days of the date the commercial premises are opened, or of the date they are acquired, under article 33.
Related topics and articles
- 01The 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.
- 02What 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.
- 03Documents 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.
- 04Obligations 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.
- 05The 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.