Electronic registration of a company through the Registrar's platform
The application for incorporation, and later dealings before the Registrar of Companies, may be carried out by electronic means within the limits article 223 draws. The framework is on registering a company. The evidential force of an electronic signature is on its page. The Law Office of Ali Barakat follows the question from Baghdad, al-Yarmouk.
What does article 223 say?
Article 223 was added to Companies Law No. 21 of 1997 by article 16 of Law No. 17 of 2019. It allows electronic circulation and the use of express post for all correspondence, communications, the submission of data and procedural matters in everything relating to dealings before the Registrar of Companies, provided the Registrar prepares the requirements and facilities necessary for the electronic system to operate. The instrument is thus an acceptance of that circulation in dealings before the Registrar, coupled with the Registrar's duty to prepare the system. The article does not, of itself, dispense with the company contract, the bank certificate or the feasibility study where article 17 requires them, or with the time limits for approval and refusal in article 19, or with an objection before the Minister of Trade in article 24.
Express post is mentioned in the article alongside electronic circulation. It is a means of delivering correspondence, not a substitute for the content of the application or for the Registrar's authentication.
What does not change in the substantive path?
The application for incorporation is still accompanied by the company contract, the certificate of the deposit of capital and, in a joint-stock company, the feasibility study, under article 17. The Registrar announces approval or refusal within ten days, and, except in a joint-stock company, the certificate of incorporation is issued upon approval, under article 19. The company acquires legal personality from the date the certificate is issued, under article 22. An objection to a refusal of incorporation is made before the Minister of Trade within thirty days, under article 24, and the text does not name a court for that objection. The submission of final accounts and of general-assembly decisions to the Registrar remains subject to its time limits, under articles 99 and 139. An electronic means, if it is available in the system the Registrar prepares, is a means of submitting these procedural matters, not a substitute statute.
Objections to the Registrar's decisions and time limits
An objection to other decisions of the Registrar remains, under article 204, before the Minister of Trade within thirty days of notification, by the route set out in article 24. Submitting the application electronically, if that is available, does not shorten those time limits and does not change the effect of the certificate of incorporation in conferring legal personality. If the electronic system cannot be used, submission may still be by correspondence or by the express post article 223 mentions, or by the route the Registrar prepares, without dropping the particulars the contract must contain. Electronic filing, where it is available, does not mean that the matter is completed on the day it is submitted.
The documents for an application are read on the documents page. Any operating arrangement for the platform is read from the Registrar's own statement when it is used.
The office follows a reading from Baghdad, al-Yarmouk.
Legal basis and sources
Frequently asked questions
Does article 223 stand in for submitting the company contract and the particulars in article 17?
No. The article allows electronic circulation in dealings before the Registrar, provided the Registrar prepares the system. The content of the application remains in articles 17, 19 and 22.
What does the page read on electronic company registration?
The page reads article 223 and what does not change in the substantive rules.
When was article 223 added?
It was added by article 16 of Law No. 17 of 2019, which amended the Companies Law.
When does the company acquire legal personality if the application is submitted electronically?
The company acquires legal personality from the date its certificate of incorporation is issued, under article 22, whether the application was submitted by correspondence, by express post, or by electronic circulation where the Registrar has prepared the system under article 223. The electronic means does not shorten the time for an objection before the Minister of Trade under article 24, or for an objection to other decisions of the Registrar under article 204.
Related topics and articles
- 01Documents 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.
- 02The evidential force of electronic contracts and signatures for companiesEvidential force of electronic contracts and signatures for companies under Law 78 of 2012, distinct from contract-drafting pages, with no unnamed court.
- 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.
- 04The 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.
- 05Registering 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.