Forming a company in Sulaymaniyah or Duhok before the Region's companies directorate

A business owner in Sulaymaniyah or Duhok usually asks first: do I have to go to Erbil to register? The Law Office of Ali Barakat, in Baghdad, al-Yarmouk, answers from the Kurdistan Regional Government's own published sources: which body handles it, how the process starts, and what it asks for. The General Directorate of Companies Registration in the Region explains the body in general, and Company registration in Erbil covers the process there.

The body: city directorates under one general directorate

In the Region, registering companies is the job of the General Directorate of Companies Registration, part of the Kurdistan Regional Government's trade and industry ministry and headquartered in Erbil. The government's services portal shows it operating through local companies directorates in three cities: Erbil, Sulaymaniyah and Duhok. So in Sulaymaniyah and Duhok, the local companies directorate is the office to deal with, within the framework set by the general directorate.

This is a different body from the federal Companies Registration Department in Baghdad. A company registered in Sulaymaniyah is on the Region's register; anyone who also wants to operate in the federal governorates should look at the federal body's requirements for the activity concerned.

Step one: an online account

The government's service page says the first step is asking for an online account on the website run by the general directorate. The KRG has announced that company registration is moving online to cut cost and paperwork, so the online account is the entry point whether the applicant is in Sulaymaniyah, Duhok or Erbil.

Step two: the trade name, locally

The KRG first took trade-name approval away from the chambers of commerce and gave it to the companies registration authority, and later delegated trade-name approval to Duhok, Sulaymaniyah and Erbil, according to the official announcement on the Erbil Governorate website. In practice, an owner in Sulaymaniyah or Duhok gets the name from the companies and trade names directorate in that city, without going to the general directorate in Erbil. The directorate has said a name will be accepted so long as it does not conflict with public order and morals in the Region. General naming rules are in Choosing a company name.

Published conditions

The "Registering a local company" service page on the KRG portal lists these conditions:

• A special power of attorney if a representative is registering.
• A trade name for the company.
• Capital of at least one million dinars.
• A place of business and a defined address.
• The owner must be legally competent and may not hold a public-sector job.
• The managing director must visit a designated government bank to obtain a unique personal number.

That capital requirement is the same floor the federal Companies Law sets for a limited company in article 28, in the wording given to it by the 2019 amendment (Law No. 17).

Documents

The same page lists the documents:

1. The founding contract.
2. National card or information card for Iraqi founders and the managing director.
3. Residence card and passport for a foreign applicant.
4. A bank letter confirming the company's capital.
5. The special power of attorney where a representative files.
6. The lawyer's employment contract, certified by the bar association.
7. The accountant's employment contract, certified by the accountants' union.

The published time to complete the service is three to ten days.

After registration: the managing director

The service page describes a further step for appointing the managing director: applying to the director general with minutes of the partners' meeting, then to the incoming and outgoing mail section to obtain a letter number. Appointment is a separate transaction with its own papers, not something that comes automatically with the certificate.

The texts behind registration in the Region

The directorate's page on registering a branch of a foreign company points to the schedule attached to the 1997 Companies Law (No. 21, as amended), which supplies the overall rules on company formation, including the contract rules in article 13 and the membership rules in article 12. For detailed decisions and instructions of the Region's institutions, the current official announcements are the reference when the file is lodged.

The office follows these matters from Baghdad, al-Yarmouk.

Legal basis and sources

1. Kurdistan Regional Government services portal, "Registering a local company", Ministry of Trade and Industry / General Directorate of Companies Registration
2. Kurdistan Regional Government services portal, General Directorate of Companies Registration and its directorates
3. Kurdistan Regional Government services portal, "Registering a branch of a foreign company"
4. Erbil Governorate official website, announcement on online company registration and delegation of trade-name approval to Duhok, Sulaymaniyah and Erbil
5. Companies Law No. 21 of 1997

Frequently asked questions

Related topics and articles

• 01The 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.
• 02Registering 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.
• 03The 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.
• 04Documents 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.
• 05Obligations 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.

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

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