A contracting company and the contractor-classification identity
A contracting company is formed, like other Iraqi companies, before the Registrar of Companies. A classification identity is an additional path, read where the contractor's classification is required in contracting. The framework is on registering a company. Government contracting is on public tenders. The Law Office of Ali Barakat follows the question from Baghdad, al-Yarmouk.
Registration of the company does not stand in for classification
Companies Law No. 21 of 1997 as amended regulates the formation of a company, its legal personality and its certificate of incorporation, whatever its activity, including building contracts, which the Commercial Law treats as commercial acts if they are carried on with a view to profit, under article 5, sixth paragraph, of that Law. The issue of the certificate, entry in the commercial register and the tax file are reviewed on post-incorporation duties. Those steps do not, of themselves, issue a contractor-classification identity, and they do not stand in for one where the text or the instructions in force in government contracting require a classification in order to enter a tender or to perform a contract.
The choice of company form — limited, joint-stock or otherwise — is read from company forms, not from a classification grade. The Companies Law, in the articles above, does not require a contracting company to be a special form under that name.
The Ministry of Planning and the classification instructions
The Ministry of Planning, through the Government Contracts Directorate, regulates aspects of government contracting, as set out on the tenders page. A contractor-classification identity is required in that framework where the official instructions issued by the Ministry apply. What is required in a particular file — among the company's documents, the certificate of incorporation and what relates to the contracting activity — is read from the official text that applies to that file and from the application of the body that handles classification.
Classification does not stand in for an investment licence, for recording a foreign-company branch, or for a commercial-agency licence. Each path remains before its own body. Coverage is from Baghdad, al-Yarmouk, with no branch.
Amending the company after classification has been obtained
If the company contract or the managing director changes after a classification has been obtained, the amendment of the company remains before the Registrar, on its page. The effects of that change on the classification are read from the classification instructions where they appear. A classification identity is an additional administrative path, independent of the certificate of incorporation issued by the Registrar, and of entry in the commercial register where that entry is required in the file.
The office follows a reading from Baghdad, al-Yarmouk.
Building, repair, demolition and maintenance contracts are commercial acts if they are carried on with a view to profit, under article 5 of the Commercial Law. That may open the character of a merchant and entry in the commercial register where those rules apply, and it is still not a classification identity. A government contract may also require a current certificate of incorporation, or a letter from the Registrar or from a chamber, alongside the classification; each document remains on its own path. A classification identity is not to be mixed with the competition rules on tenders: collusion in bidding is prohibited under the Competition Law, and is read on its page. Coverage is from Baghdad, al-Yarmouk, even if the work is performed in another governorate, with no branch of the office there.
Legal basis and sources
Frequently asked questions
Does a contracting company's certificate of incorporation stand in for a classification identity?
No. The certificate of incorporation is issued by the Registrar of Companies. A classification identity is an additional path where the instructions in force in contracting require it.
Where are classification grades and their conditions read from?
Classification grades and the conditions for entering them are read from the official instructions issued by the Ministry of Planning where they apply to the matter, within the limits of the text in force in the file.
Where is the government-tenders path reviewed?
On the public-tenders page. It is a path distinct from recording the company with the Registrar.
If a government contract requires a certificate of incorporation alongside classification, does one stand in for the other?
A government contract may require a current certificate of incorporation, or a letter from the Registrar or from a chamber, alongside the classification identity. Each document remains on its own path: the certificate proves incorporation before the Registrar, the letter is a statement from the body that issues it, and classification is a path before the Ministry of Planning where the instructions require it. One does not stand in for another if the text or the contract requires that it be produced.
Related topics and articles
- 01What 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.
- 02Obligations 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.
- 03The 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.
- 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.