What did the 2023 and 2025 amendments change in Iraq's Foreign Company Branches Regulation?
Read in its 2017 form, the regulation on branches of foreign companies (No. 2) contains conditions that have since changed. Cabinet regulations revised it in 2023 and again in 2025. The Law Office of Ali Barakat, in Baghdad, al-Yarmouk, brings together what changed and what each change means for a company planning a branch or already running one.
The 2023 amendment (Regulation No. 4)
Who is a "foreign company"?
The old definition in article 1(3) covered only a company formed abroad under foreign law. Now any body entered in another country's register under its law is included, whether a company, an institution or some other entity. Foreign organisations that are not "companies" in the narrow sense are now inside the regulation.
One year instead of two
Article 2 used to require the parent to have existed for two years; now one year is enough. The new article also regroups the papers, each rendered in Arabic and authenticated where the parent was formed: the founding contract or equivalent; a current certificate of registration; the names of those running the parent, their nationalities and who signs for it; authority for the person who will manage the branch, who must genuinely live in Iraq; authority for whoever files the application; final accounts for the latest financial year or the one before; the undertaking in the registrar's own form; and anything else the registrar asks for.
A deadline for the registrar, and approval by silence
Article 3 now gives the registrar a time limit: fifteen working days once the file is complete. Silence after that counts as approval. A refusal must give reasons, and the company may object as the law allows. After approval and payment of the prescribed charges, the decision appears in the registrar's internal publication, and the licence follows within a working week.
What the branch files after registration
Article 5(1) now asks the branch for official certified proof of its premises' address, evidence of an ordinary bank account with a licensed bank, the sector regulator's permission where the activity calls for one, and a letter from the Iraqi Bar Association identifying the branch's legal adviser.
When is a branch "active"?
New article 6 limits this to four situations: beginning performance of a contract with a State body or a public or mixed-sector company; entering into an investment contract; obtaining a work licence from an Iraqi body empowered to grant it; or dealing with the private sector under a contract or project worth one million US dollars or more. This matters because a branch that has been inactive in that sense for four years since it last traded loses its registration and is struck off, under article 11.
Changing the manager, striking off and liquidation
If the branch manager or deputy changes, the registrar must be told within sixty working days, counted from the Iraqi embassy's certification of the papers in the company's home country, under article 7(2). A striking-off decision is published by the registrar and in a daily paper within two weeks of becoming final or of the challenge period ending, and the relevant bodies are informed, under article 11(3). In a liquidation, the liquidator advertises the decision in a pair of local papers and the registrar notifies to the Iraqi bodies concerned within seven working days, under article 12(4).
Penalties and exemptions
New article 15 points, for penalties and other matters, to the 1997 Companies Law (No. 21) wherever it fits with the regulation, and allows the cabinet, on the minister's proposal, to exempt foreign companies from the regulation.
The 2025 amendment (Regulation No. 1)
This amendment added a third paragraph to article 14. The starting rule in paragraph 1 is that no foreign company may trade or set up premises in Iraq until it is licensed and registered. The new paragraph releases from that ban a company whose contract is purely for supplying goods or services, and restores it where the contract includes work performed on Iraqi soil for twelve months or longer. So a supplier that sells and ships is not forced to open a branch just for that, but once the contract stretches to in-country services for a year or more, the ban applies again. More in Activity by an unregistered foreign company.
The office follows these provisions from Baghdad, al-Yarmouk.
Legal basis and sources
- Foreign Company Branches Regulation No. 2 of 2017 (Iraqi Official Gazette, issue 4438 of 13/3/2017)
- Regulation No. 4 of 2023, first amendment (Iraqi Official Gazette, issue 4734 of 28/8/2023)
- Regulation No. 1 of 2025, second amendment (Iraqi Official Gazette, issue 4810 of 13/1/2025)
Frequently asked questions
Our company was formed eighteen months ago. Can it register an Iraqi branch?
Yes. Since the 2023 amendment, article 2 requires one year from formation.
We filed a complete application and the registrar did not answer within fifteen working days. Where do we stand?
Under amended article 3, the application is treated as approved if no decision issues within that period.
Must a branch appoint a lawyer?
Yes. A bar association letter naming the branch's legal adviser is now among the documents, under article 5(1)(d).
We only supply equipment and provide no services inside Iraq. Do we need a branch?
The 2025 amendment takes supply contracts out of the ban on operating without a branch, unless the contract also has services delivered in Iraq for a year or longer.
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.
- 02Closing a foreign-company branch: liquidation and strike-offClosing a foreign-company branch in Iraq: strike-off by the Registrar, or liquidation on the company's request, under Regulation No. 2 of 2017 as amended.
- 03Can 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.
- 04Social security clearance when closing a business or liquidating a foreign branchWhy closing, selling or liquidating a business or a foreign company branch in Iraq depends on a clearance certificate from the Workers' Pension and Social Security Department under article 20 of Law No. 18 of 2023, what must be paid first, and what applies to foreign workers leaving.
- 05A 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.