The Iraqi government aims to attract foreign investment and boost economic activity by offering a legal framework that allows foreign companies to open branches within Iraq. Establishing a foreign company branch is a recognized legal form under Iraqi Companies Law No. 21 of 1997 (as amended), and is supervised by the Companies Registration Department of the Ministry of Trade.
To open a branch, the foreign parent company must issue an official resolution from its Board of Directors or authorized body. This resolution should state the intention to open a branch in Iraq, assign a branch manager, define the branch’s scope of work and goals, and affirm full compliance with all Iraqi laws.
A set of legal and corporate documents is required, including the articles of association and internal bylaws of the parent company, its certificate of incorporation in its home country, a copy of the designated manager’s passport, the founding contract of the company, final audited financial statements for the latest fiscal year, and an official power of attorney for the branch manager in Iraq. All documents must be legalized by the relevant authorities in the country of origin, officially translated into Arabic, and authenticated by the Iraqi embassy.
The application for branch registration is submitted to the Companies Registration Department, specifically the Foreign Companies Section, and must include all the above documents, a copy of the lease contract for the branch office in Iraq, a completed company information form, and the required legal forms.
Legal fees must be paid according to the schedule set by the department. These include registration fees, fees for publishing in the official gazette (the Iraqi Gazette), and document authentication fees. Once the application is reviewed and all conditions are met, the department issues a Certificate of Registration for the branch, granting it legal authority to operate in Iraq.
After registration, the branch must also register with the General Commission for Taxes, obtain a Tax Identification Number (TIN), and open a tax file to manage its fiscal obligations. Depending on the nature of its activities, the branch may also need to register with a professional entity such as the Chamber of Commerce or the Federation of Industries.
Certain sectors, such as oil, healthcare, and education, require additional approvals from the relevant ministries or regulatory bodies. It’s important to note that a foreign branch may only conduct activities aligned with the parent company’s operations. It must have a physical address and legal representative in Iraq, and is required to submit annual financial and administrative reports to Iraqi authorities.
Establishing a branch of a foreign company in Iraq is a strategic step to enter the local market and expand within the region. Though the procedures are clearly defined, they demand careful attention and legal accuracy. Engaging a local legal consultant is highly recommended to ensure a smooth registration process and avoid regulatory complications.
