Registering an information-technology or software company
A person who wishes to form, in Iraq, a company whose purpose is to develop software or to provide information-technology services reads formation from Companies Law No. 21 of 1997, as amended, just as any other lawful purpose stated in the contract is read. The Companies Law has no separate chapter that gives this activity a special incorporation regime. The frame is on company registration. The types are on company forms.
The general frame for choosing the type and the purpose
The type of company is chosen from articles 4 to 8: limited, joint-stock, partnership, sole proprietorship or simple company, or a limited company with a single owner where the text allows that. Software or information-technology activity, of itself, does not impose a type the Law does not mention. If the activity were one of those for which article 10 requires a joint-stock company — insurance, reinsurance and financial investment — that requirement is not extended to software activity without a provision.
The company contract states the purpose and the nature of the work, under article 13. The purpose is drafted so as to describe the activity, without widening the purpose to work the founders do not intend or the text does not allow. The documents that accompany the application are read from the documents page, and are those article 17 lists after Amendment Law No. 17 of 2019.
The company name before the Registrar is a path distinct from a trademark and from a trade name, and is read on the name page. If protection is sought for a product name or a service sign, that is on the trademarks page.
After the certificate, and electronic contracts
After the certificate of incorporation is issued, the immediate steps are read from post-incorporation duties: the tax file, social security if workers are engaged, and entry in the commercial register at a chamber of commerce. A sale through a platform or a social-media channel, if it occurs, does not drop the character of a merchant or the advertising duties towards the consumer, and is read from the online-trading page.
Contracts concluded electronically with clients or suppliers have their evidential force read from Electronic Signature and Electronic Transactions Law No. 78 of 2012, on the electronic-signatures page, with the exclusions in article 3 where they apply. That is not a special licence for software companies.
Tax, social security and the principal office, and the franchise or branch paths
Describing the activity as information technology or software does not, of itself, exempt the company from income tax, from social security, or from contractor classification where any of those paths applies. Working from a home address does not replace stating a principal office in Iraq under article 13. If the activity is connected with a foreign-brand franchise or a commercial agency, that is on the franchise-structure page. If the activity is a branch of a company formed outside Iraq, the path is on the branch page.
The Law Office of Ali Barakat follows this reading of formation from Baghdad, al-Yarmouk.
Legal basis and sources
Frequently asked questions
Is there a special statute for forming a software company?
No. Formation is read from the general frame of the Companies Law: the type, the purpose, the contract, and the application before the Registrar. The Law has no separate chapter that gives this activity a special incorporation regime.
Does software activity require the joint-stock form?
No. Article 10 requires the joint-stock form for activities it lists, including insurance, reinsurance and financial investment. That requirement is not extended to information technology without a provision.
Does registering the company replace registering a trademark for the product?
No. The company name before the Registrar is one path, and a trademark is another, on its page. One of them does not stand in for the other.
Do the documents required with the application change if the purpose is information technology?
Article 17 applies to the application for incorporation whatever lawful purpose is stated in the contract under article 13: the company contract is attached, the bank certificate proving deposit of the capital required under article 28, and a feasibility study in a joint-stock company. Software activity does not, of itself, move the company into the joint-stock form. Article 10 requires that form for activities it names, including insurance, reinsurance and financial investment, and that requirement is not extended to information technology without a text.
Related topics and articles
- 01Company 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.
- 02The 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.
- 03An online shop and selling on social media: registration and obligationsSelling through an online or social-media shop: merchant or company registration and consumer-protection duties, with no invented licence.
- 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.