Documents for an application to form a company before the Registrar
An application to form an Iraqi company is submitted to the Registrar, and is accompanied by the documents article 17 of Companies Law No. 21 of 1997 lists after its text was replaced by Amendment Law No. 17 of 2019. The frame is on company registration. What the contract must contain is on its page. Electronic filing, where that route is chosen, is on its page. These are the documents article 17 names after the amendment, and any further document is read from the official text if that text requires it.
What does article 17 require to accompany the application?
Three matters accompany the application, as the text states after the amendment: the company contract; a certificate of the bank or banks proving that the capital required under article 28 has been deposited; and an economic and technical feasibility study in the case of a joint-stock company. The bank certificate is read as proof that the capital article 28 requires has been deposited, and the amount is taken from that article and from any amending provisions in the official file.
In a sole proprietorship, or in a limited company when it has no other founder, the founder prepares a statement that stands in place of the company contract, and the rules that apply to the contract apply to that statement, under article 14. The statement is then attached where it stands in that place, not a contract among several founders.
The feasibility study is mentioned in article 17 for a joint-stock company. It is not extended to a type the text does not mention, unless another published official instrument so requires.
What of the particulars of the contract itself?
Article 13 requires the contract to contain a minimum of particulars: the company's name and type; the principal office, which must be in Iraq; the purpose of formation and the nature of the work; the capital and how it is divided; the way profit and loss are shared in a partnership; the number of persons to be elected to the board of a private joint-stock company; and a statement of each founder as to name, nationality, occupation, place of residence and the amount of the contribution. These are particulars written into the contract or the statement, not extra documents invented outside article 17. Their detail is on the contract page.
Any other paper that may be asked for at the time of filing — to evidence an address or identity or otherwise — is read from a published official instrument. A lease or a title deed is not turned into a separate duty that does not appear in articles 13 and 17. The address, and its relation to a lease, is on the address page.
After the application is submitted
The Registrar approves the application unless it is found to be contrary to a specific provision of the Law, and announces approval or refusal within ten days of receiving the application, under article 19. For companies other than a joint-stock company, the certificate of incorporation is issued upon approval. If the application is refused, a written decision stating the reasons is issued, and the person in whose name the application was made may object to the Minister of Trade along the path in article 24. Electronic registration does not change these time limits, and does not dispense with the documents article 17 mentions. After the certificate is issued, the immediate steps are read from post-incorporation duties.
The Law Office of Ali Barakat follows this reading of the documents from Baghdad, al-Yarmouk.
Legal basis and sources
- Companies Law No. 21 of 1997, articles 13, 14, 17 and 19, after Amendment Law No. 17 of 2019
- Amendment Law No. 17 of 2019
Frequently asked questions
What documents does article 17 mention after the 2019 amendment?
The company contract, a bank certificate proving that the required capital has been deposited, and an economic and technical feasibility study in the case of a joint-stock company. These are the documents article 17 names after the amendment, and any further document is read from the official text if that text requires it.
Is a statement attached in place of the contract for every type?
No. Article 14 makes the statement stand in place of the contract in a limited company when it has no other founder, and in a sole proprietorship. For the other types, their contract is attached.
To which provision is the amount of capital that must be deposited taken?
Article 17 refers to the capital required under article 28. The amount is taken from the official text of article 28 and from any amending provisions in the official file.
Is a feasibility study required in companies other than a joint-stock company?
Article 17 mentions an economic and technical feasibility study in the case of a joint-stock company. In other types, the company contract and the bank certificate proving deposit of the capital required under article 28 are attached, unless another text requires a feasibility study for the type in question.
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.
- 02Electronic 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.
- 03What 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.
- 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.