What is required of the company after the certificate of incorporation is issued?
The issue of the certificate of incorporation is the start of legal personality, not the end of the duties. The framework is on registering a company. What recurs thereafter — accounts, an audit and a general assembly — is on recurring obligations. The Law Office of Ali Barakat follows the question from Baghdad, al-Yarmouk.
Legal personality and the founders' meeting
The company's legal personality begins on the day the certificate of incorporation is issued, and the certificate is proof of that personality, under article 22 of Companies Law No. 21 of 1997 as amended. The simple company has a different path of deposit with the Registrar, already set out on company forms.
The invitation to the general-assembly meeting is issued by the company's founders for the purpose of holding the constitutive meeting within thirty days of the date the certificate of incorporation is issued, under article 87, first paragraph. At that meeting the general assembly has, in particular, the discussion and approval of the founders' report on the incorporation steps, under article 102, first paragraph. If the founders do not call that meeting on the prescribed date, the Registrar may set the place and date and call the members directly, under article 88, second paragraph, within the limits the text draws for the type of company.
Entry in the commercial register and the name on the façade
A company is, within thirty days of the date of its formation, to apply for entry in the commercial register, stating its name, the date of its formation, the type of activity, the names of its founders, the chairmen of its boards and its managing directors, and its principal place of management, and is in general to include the information referred to in article 33, under article 34 of Commercial Law No. 30 of 1984. The chambers of commerce and industry keep this register, under article 26. That entry is not registration of the company with the Registrar, and is set out on the commercial register and the chambers.
Every merchant, whether a natural or a legal person, is to mention, in all correspondence and printed matter relating to the trade, the commercial register in which the merchant is entered and the number of the entry, and is to place the trade name on the façade of the premises, under article 37. The Companies Law, in the articles above, does not create a separate duty to adopt a seal. The sanctions in article 38 are read from the official text of that article.
The tax file, social security and a bank account
Opening a file with the General Commission for Taxes is read from Income Tax Law No. 113 of 1982 and from the path the Commission lays down. The general framework is on tax assessment. The tax file does not stand in for entry in the commercial register, nor for later sending the accounts to the Registrar.
If the company uses workers, the path of enrolment before the Department of Pension and Social Security for Workers is opened under Workers' Pension and Social Security Law No. 18 of 2023, the framework of which is on enrolment of a worker in social security. That path is not opened by the company name alone, and it is not closed by the absence of workers from the incorporation contract if employment later occurs.
The company's capital is deposited, at formation, with one or more banks authorised to operate in Iraq, under article 16 of the Companies Law. Opening an account for the running of the activity after the certificate is issued is a banking matter, read from the bank's rules and from those of the Central Bank, not as an additional numbered duty in articles 22, 87 and 34.
The office follows a reading from Baghdad, al-Yarmouk.
Legal basis and sources
- Companies Law No. 21 of 1997, articles 22 and 87
- Commercial Law No. 30 of 1984, articles 34 and 37
- Income Tax Law No. 113 of 1982
Frequently asked questions
Do the duties that follow the certificate stand in for the obligations that recur each year?
No. The founders' meeting, entry in the commercial register and the tax file are reviewed at the start of activity. Final accounts, the audit and the meeting to approve the accounts are a separate page.
When are the founders called to the constitutive meeting?
Within thirty days of the date the certificate of incorporation is issued, under article 87, first paragraph.
Is entry at the chamber of commerce part of the Registrar's certificate?
No. The certificate of incorporation is issued by the Registrar. Entry in the commercial register is a separate application before the chamber of commerce and industry, within thirty days of the company's formation, under article 34 of the Commercial Law.
Related topics and articles
- 01Obligations 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.
- 02Recording an individual merchant in the commercial register and at the chamber of commerceAn individual merchant is recorded in the commercial register at a chamber of commerce, distinct from company registration with the Registrar.
- 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.