Closing a foreign-company branch: liquidation and strike-off
Closing a foreign company's branch in Iraq is not a single step under a single name. The Foreign Company Branches Regulation No. 2 of 2017, after the amendment of its publication rules by Regulation No. 4 of 2023, distinguishes a strike-off decided by the Registrar of Companies from a liquidation requested by the foreign company, which then ends in a strike-off once its steps have been completed. The general framework for opening a branch is on the branch registration page.
When does the Registrar strike the branch off under article 11?
The Registrar cancels the registration licence and strikes the branch off the records by a reasoned decision in one of the cases in article 11: if the branch has not carried on any commercial activity in accordance with article 6, after four years from the date of its last commercial activity; if it has not attended on the Registrar to present the final accounts and the required documents for two successive years after the licence was issued, and without a legitimate excuse; if it is established that forged documents, or inaccurate and misleading information, were presented; or if it is established that the branch is carrying on activity that is contrary to Iraqi legislation, or acts that affect the security of the country.
The regulation allows the foreign company to object to a decision cancelling the registration and striking off the branch, but it does not set out the challenge route or name the body that hears it.
The Registrar must — after the amendment of the third paragraph by Regulation No. 4 of 2023 — publish the strike-off decision in the internal bulletin and in a daily newspaper, once, within fifteen days after the decision has become final or the time for a challenge has expired, and must inform the bodies concerned of it.
How does the company request liquidation of its branch?
The foreign company presents a request to liquidate its branch in Iraq to the Registrar within sixty working days from the date on which the Iraqi mission in the country of origin authenticates the documents that confirm one of the following has occurred: the company's bankruptcy has been declared; it has lost its legal personality as a result of a merger with another company or companies; or it wishes to liquidate the branch and to end its business in Iraq. The company appoints one or more liquidators to follow the liquidation steps.
The Registrar issues the liquidation decision within fifteen working days of the presentation of the request. The liquidator publishes the liquidation decision in two local newspapers, once, and the Registrar approaches the Iraqi bodies concerned within seven working days of the issue of the liquidation decision, under the fourth paragraph after its amendment by Regulation No. 4 of 2023.
The branch completes the work of the liquidation and presents the final liquidation accounts within two years of the issue of the liquidation decision. The Registrar issues a decision striking the branch off the records within seven working days of the completion of the liquidation steps. If the work of the liquidation is not completed in that period, the Registrar is to cancel the registration licence and strike the branch off. If the licence is cancelled and the branch is struck off, the foreign company bears the legal and financial obligations that attached to its branch while it was present in Iraq.
The office follows a reading of the two paths from Baghdad, al-Yarmouk.
Legal basis and sources
- Foreign Company Branches Regulation No. 2 of 2017, as amended, articles 11 and 12
- Regulation No. 4 of 2023
Frequently asked questions
Are strike-off and liquidation the same step?
No. Strike-off in article 11 is a decision of the Registrar in limited cases. Liquidation in article 12 is a request by the company in other cases; the branch is then struck off after the liquidation has been completed, or it is struck off if the liquidation is not completed within two years.
What remains on the foreign company after strike-off?
The eighth paragraph of article 12 provides that the foreign company bears the legal and financial obligations that attached to its branch while it was present in Iraq, if the licence is cancelled and the branch is struck off.
Related topics and articles
- 01When is a branch chosen, and when is an Iraqi limited company chosen?Opening a foreign-company branch or forming an Iraqi limited company at the Registrar, under the 2017 regulation and Companies Law 21/1997, as amended.
- 02A branch, a subsidiary and a representative office, and what may differ in the RegionA foreign-company branch, an Iraqi subsidiary, and a so-called representative office, with a general note on the Region, under the 2017 regulation.
- 03What did the 2023 and 2025 amendments change in Iraq's Foreign Company Branches Regulation?The first amendment to Foreign Company Branches Regulation No. 2 of 2017, by Regulation No. 4 of 2023, and the second, by Regulation No. 1 of 2025: who counts as a foreign company, one year instead of two, the registrar's deadline and deemed approval, the legal adviser, when a branch is active, and the supply-contract exception.
- 04Can an unregistered foreign company operate or open an office in Iraq?Whether a foreign company may do business or open premises in Iraq without a branch registration licence: article 14 of Foreign Company Branches Regulation No. 2 of 2017, the 2025 supply-contract exception, when activity exists, and the penalty in article 215 of the Companies Law.