Foreign NGO Registration
Many international organisations work in Iraq in relief, development, health and education. To operate properly — opening a bank account, renting an office, contracting suppliers and hiring staff — a foreign organisation registers a branch under Non-Governmental Organisations Law No. 12 of 2010, published in Official Gazette issue 4147 on 9/3/2010. In this section the office of lawyer Ali Barakat in Baghdad, al-Yarmouk, gives an educational account of the Law from the foreign branch's perspective: how it registers, what it must do afterwards, and what may lead to suspension or dissolution.
Aims and scope
Article 2 sets three aims: strengthening civil society organisations and their independence under law, promoting citizens' freedom to found and join organisations, and creating a central mechanism for registering Iraqi and foreign organisations. Article 3 requires organisations to pursue their aims by peaceful and democratic means. Under article 33 the Law applies to registered foreign branches unless otherwise provided.
Key definitions
Article 1 distinguishes:
- Non-governmental organisation: a group of natural or legal persons registered and holding legal personality under the Law, pursuing non-profit aims.
- Foreign NGO: a branch of a non-governmental organisation established under another state's law.
- NGO network: a registered organisation made up of several organisations, each with its own legal personality.
- Directorate: the NGO Directorate in the General Secretariat of the Council of Ministers.
Registration: documents and translation
Article 26 permits a foreign organisation to open a branch, and article 24 requires registration under the Law. Article 25 lists the documents: the organisation's name; the officially confirmed address of the branch's main office in Iraq; a detailed statement of intended activities; details of members residing in Iraq with identity documents, or passports and residence papers; the parent's bylaws; an authenticated document showing the parent's registration at home as a non-governmental, non-profit organisation; and a report on its activities outside Iraq. Documents must be translated into Arabic and officially certified as accurate.
Article 7 exempts the founding application and registration file from charges. Article 30 bars names resembling those of government bodies, parties, political entities, federations or unions. Practical steps are in registering a foreign NGO branch.
Time limits and refusal
Article 8 sets short periods: seven days to decide a founding application, failing which it is deemed accepted; thirty days to file the registration after acceptance; and thirty days to issue the certificate after a complete file. Legal personality runs from the certificate date. The Directorate may refuse only for breach of the Law, giving written reasons, and refusal may be challenged before the Court of Appeal in its cassation capacity within thirty days of notification. Under article 9 the Directorate keeps a register of organisations, networks and branches, with their activity, address and any measures or sanctions.
Prohibited conduct
Article 10 prohibits an organisation from:
- adopting aims or activities contrary to the Constitution and laws in force;
- trading in order to distribute funds to members for personal benefit, or using the organisation to evade tax;
- raising funds for, or materially supporting, candidates for public office;
- providing in its bylaws for distributing grant and aid funds to members on dissolution.
Article 12 requires members and staff to disclose and avoid conflicts of interest and to step aside from decisions serving their private interests.
Resources and money
Under article 13, resources consist of membership subscriptions; donations, grants, bequests and gifts from inside and outside Iraq; and revenue from activities. Article 14 requires spending on activities serving the organisation's aims and permits participation in public tenders within its field. Finances run through a bank account, which may be frozen only by court decision, under article 16. Article 32 allows foreign branches to own movable property under law. Transfers from abroad are covered in outbound transfers and foreign company accounts.
Reports, records and audit
Under article 15 an organisation files annually a financial report on funding sources and transactions and a report on activities and projects. Article 18 requires registers of members, decisions, accounts, assets and activities. Financial documents are kept for five years, records follow approved accounting principles, and an internal audit by a licensed accountant is required above the budget threshold in article 19. The Directorate, with the Federal Board of Supreme Audit, may audit accounts where records appear inaccurate, after thirty days' notice under article 20. Article 31 requires notice of any change in data within thirty days.
Public benefit and exemptions
Article 17 exempts public benefit organisations from income tax, value added tax, customs duties and sales taxes. The organisation must pursue a public interest, and the status is granted and withdrawn by Council of Ministers decision on the Secretary-General's proposal. Exemption does not follow automatically from registration.
Networks and foreign membership
Article 28 allows two or more registered organisations to form a network with separate personality. A network may admit foreign branches on two conditions: the foreign branch's representative may not chair the network, and foreign branches may not exceed twenty-five percent of members in the network and in each of its bodies.
Sanctions, grievance and dissolution
Article 23 grades sanctions: a warning to remove the breach within no more than ten days, then suspension for up to thirty days if the breach remains or recurs. The organisation may file a grievance against suspension with the Secretary-General of the Council of Ministers within ten days; it is decided within ten days, and that decision may be challenged before the Court of Appeal in its cassation capacity within ten days. Dissolution issues only by court decision at the Directorate's request, in cases including activities contrary to the bylaws' aims, breach of laws in force, or failure to remove a breach after warning, suspension and exhaustion of challenges.
Staff and powers of attorney
Employing foreign staff in the branch requires a work permit; see foreign worker permit rules. A person following the file in Baghdad for the organisation holds a power made or authenticated before a notary or Iraqi consulate; see powers of attorney before a notary or consul.
Voluntary dissolution and liquidation
Article 22 makes dissolution either voluntary, by members' decision under the bylaws, or judicial. An organisation deciding to dissolve notifies the Directorate within thirty days and appoints a liquidator or asks the Directorate to do so. Assets are listed, obligations met, and the remainder distributed under the bylaws, except that funds from grants, aid and bequests pass to a similar organisation. A foreign branch ending its programme should follow this route, because closing an office without orderly liquidation leaves contracts and staff obligations open.
Organisation or company?
Some foreign entities sell services alongside charitable work and ask whether to register an NGO branch or a company branch. The Law's test is non-profit purpose, and article 10 bars trading to distribute funds to members. Where activity is commercial in substance, the route is company or branch registration under the Companies Law.
The Region and the instructions
The Region has its own statute, the Kurdistan Region NGO Law No. 1 of 2011. Federally, Instructions No. 1 of 2026 made the second amendment to the facilitation instructions, published in Official Gazette issue 4870 on 22/6/2026. An organisation working in both Baghdad and the Region reads both texts and prepares a file for each.
Legal basis and sources
- Non-Governmental Organisations Law No. 12 of 2010
- Instructions No. 1 of 2026, second amendment to the facilitation instructions for the NGO Law (Official Gazette 4870, 22/6/2026)
- Kurdistan Region Non-Governmental Organisations Law No. 1 of 2011
Frequently asked questions
Is a foreign branch subject to Iraqi law?
Yes. Article 27 subjects foreign branches to Iraqi law.
Does registration bring tax exemption?
No. Article 17 exemption is for public benefit organisations designated by the Council of Ministers.
Can a branch be suspended without warning?
Article 23 starts with a warning to remove the breach within no more than ten days before suspension.
Who dissolves an organisation?
Judicial dissolution is by court decision at the Directorate's request, under article 23(2).
May a foreign branch chair a network?
No. Article 28 bars the foreign branch's representative from chairing the network.