Short definitions: a sole proprietorship, a trademark, and an investment licence
When an Iraqi company is being formed, a question may arise about a sole proprietorship, about protection of a mark, or about an investment licence. This page gathers a short definition of each idea from its official text, and then points to the page that develops it. The frame is on company registration. The definitions do not replace those pages, and they do not replace the company contract or the application for formation before the Registrar.
A sole proprietorship
Article 4, second paragraph, point 1, allows a company to be formed of one natural person under Companies Law No. 21 of 1997, as amended, and refers to such a company as a sole proprietorship. Article 6, fourth paragraph, makes it a company formed of one natural person who owns the single share and is under unlimited personal liability for all of the company's obligations. It is not a limited company with a single owner, which article 4, second paragraph, point 2, allows, with liability stopping at the nominal value of the shares. The comparison and the detail are on the sole-proprietorship or limited-company page and on the single-member limited-company page.
The founder prepares a statement that stands in place of the contract, under article 14, and the company acquires personality from the date of the certificate of incorporation, under article 22. A transfer of the share to more than one person, or a transfer of part of it, is effected only by a transformation of type, under article 69, second paragraph. This summary does not replace the pages on form, transfer and transformation.
A trademark
Trademarks and Descriptions Law No. 21 of 1957, as amended, defines a trademark as any sign, or combination of signs, by which the goods of one enterprise may be distinguished from the goods of other enterprises, including words, names, letters, numerals, figures, colours and mixtures of these, under article 1. The Registrar of Trademarks is the official who keeps the register. A company name before the Registrar of Companies is a different path, on the name page. Registration of a mark, the stages of filing, and opposition are on the trademarks page, and filing in the Region is on its page.
Registration of the company does not stand in for recording a mark, and recording a mark does not replace forming a company or opening a branch. A licence to use a mark, if it appears in a franchise dealing, is read together with the company structure on the franchise-structure page.
An investment licence
Investment Law No. 13 of 2006, as amended, makes “the Commission”, for its purposes, the National Investment Commission, or the Region's Investment Board, or the Governorate Investment Commission, as the case may be, under article 1. The Region's Board is the investment body in the Region responsible for investment planning and for granting investment licences in the Region. An Iraqi or foreign investor, in the definition in article 1, is a person who has obtained an investment licence, subject to the condition the text states as to nationality or the place of registration.
An investment licence is a facility for a project covered by the Law. It is sought from the National Investment Commission, or from the Region's Board, or from the Governorate Commission, according to the project, under that Law. The detail of the path is on the investment-licence page. It is not a certificate of incorporation of a company before the Registrar of Companies, or before the General Directorate for Companies Registration in the Kurdistan Region, and it is not the recording of a mark. The licence is not treated as a substitute for the type of company or for its contract.
The Law Office of Ali Barakat follows these definitions from Baghdad, al-Yarmouk.
Legal basis and sources
- Companies Law No. 21 of 1997, articles 4 and 6
- Trademarks and Descriptions Law No. 21 of 1957
- Investment Law No. 13 of 2006, as amended
Frequently asked questions
How does this summary relate to the pages on a sole proprietorship, a trademark, and an investment licence?
The page contains short definitions that point to the comparison of a sole proprietorship and a limited company, trademarks, and the investment licence. Each path is read on its own page.
Is a sole proprietorship the same as a limited company with a single owner?
No. A sole proprietorship is one natural person with unlimited liability. A limited company with a single owner is a limited-liability company, and its owner may be a legal person. The detail is on those two pages.
Does an investment licence stand in for a certificate of incorporation of a company?
No. The licence is sought from the National Investment Commission, or the Region's Investment Board, or the Governorate Investment Commission, as the case may be, under the Investment Law. The certificate of incorporation is issued by the Registrar of Companies, or by the General Directorate for Companies Registration in the Kurdistan Region, each on its own path.
Related topics and articles
- 01A sole proprietorship or a limited company?A sole proprietorship has unlimited personal liability for one natural person. In a limited company, liability stops at the nominal value of the shares.
- 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.