New Amendment to Iraq's Foreign Companies

Branches Regulation No. 2 of 2017

There were specific challenges in the regime of the foreign companies' registration
in Iraq which has limited the foreigners to open their branches and business in
Iraq. The new amendment has provided facilitations in relation to the registration
process and requirements itself. In addition, the amendment included significant
changes to the companies under liquidation as well which take long process of
routine procedures.

Significant Changes:
Eligibility period of registration in Iraq: this is reduced from 2 years to 1 year from the
date of registration in the company's parent country.

Financial statements submission of parent company: Companies now have the option to
submit the financial statements of the previous year before the last one if it's yet to be
prepared.

Rejection Decision of registration request: the Registrar is required by this amendment

to issue the decision registration requests within 15 days from the date of submission
application whether as an acceptance or rejected, instead of 30 days period as stated in
the previous regime. Otherwise, the request will be considered automatically accepted.

Change of branch manager: the company must notify the Registrar of Companies within
60 days from the date of documents legalization by the Iraqi Embassy instead of 30
days.

Commercial Activities of Branches' engagement which is entitled to:

1- Implement the held contract with the governmental entities
2- Sign the investment contract according to the investment law 13 of 2006
3- Obtain license to practice a specific activity in Iraq.
4- Work with private sector provided that the contract's value must not be less than 1M
USD

The branch is obligated to submit the following to the Registrar of Companies:

• Official document states the exact address for the branch location, certified from the
relevant authorities
• Confirmation letter of bank account opening for the company
• License for practicing specific activities to obtained from the sectorial authorities.
• Letter from the bar association confirm the appointment of the legal advisor

Branches engaging in commercial activities: Branches can engage in commercial

activities, including executing contracts with government bodies, public sector entities,
or mixed-sector companies, signing investment contracts in accordance with Iraq's
Investment Law, obtaining licenses from competent authorities in Iraq, or entering
contracts or projects with private sector companies valued at no less than 1 million USD.

Companies under liquidation

Now, the company have the availability to publish the liquidation decision instead of the
Registrar in 2 local newspaper for onetime and inform the Registrar of Companies within
7 days from the date of liquidation’s issuance by submitting the publishing receipt.

The Registrar will publish the liquidation decision in their internal announcements and a
local newspaper for onetime within 15 days after reaching its final degree or the
challenge period has ended.

Effectivity of the Amendment

The stated changes above in the law are effective from the date of its publication in the
official gazette, 28 Aug 2023