aMINISTRY OF TRADE
MINISTERIAL INSTRUCTION NO. 196 DATED MARCH 15, 2004
The Registration of Companies
Introduction: The Right to Register a Business Entity
۱٫ Pursuant to Coalition Provisional Authority (CPA) Order 64, dated March 3,
۲۰۰۴, certain amendments have been effected to Company Law No. 21 of 1997. This
Instruction implements these changes pursuant to Article 208 of that Law and, consistent
with CPA Order 39, provides for equal treatment of foreign and domestic investors in
most respects. In no case shall the nationality of a founder disqualify a company from
being established, whether its business shall be in the nature of commercial agency,
distributorship, trading company or otherwise.
۲٫ This Instruction implements the new law. Any other instruction conflicting with
this Instruction shall be considered inoperative.
Persons Subject to this Instruction
Persons (natural or juridical) establishing mixed or private Iraqi companies pursuant to
Company Law No. 21 of 1997, as amended, or any successor law, are subject to the
provisions of this Instruction.
Application and Procedures for Registration
۱٫ Persons wishing to found a company under the laws of Iraq shall complete and
file with the Registrar of Companies an Application in the form attached as Annex I to
this Instruction. Two (2) copies of the completed form should be brought to the Registrar
of Companies at the time of application (the Registrar of Companies will keep one and
the other will be returned with a signed checklist to the applicant).
۲٫ Each Application shall include the following information concerning the business
entity proposed to be registered by the Registrar of Companies:
b. type of business activity;
c. business address, phone number, facsimile number, and e-mail address of
its offices in Iraq;
d. corporate form (joint-stock, limited liability, joint liability, sole owner
enterprise, or simple company);
e. ownership structure (wholly Iraqi owned, wholly or partially foreign
f. a yes/no question asking if the proposed entity will be involved in:
(a) land ownership;
(b) natural resource extraction or initial processing;
(c) retail sales; or
(d) acting as a commercial agent.
g. name, address, telephone number, fax number and e-mail address of
(a) the agent for service of legal process in Iraq (must reside in Iraq);
(b) the authorized representative for filings with the Registrar of
Companies (must reside in Iraq; pursuant Article 208, Paragraph 2 of
the Company Law of 1997, as revised by CPA Order 64, The Agency
Registration Law No. 4 of 1999 shall be inapplicable to the registration
of a company, and a company is not required to retain a registration
agent to register, though it may choose to do so); and
(c) each founder (as well as of its managing director or equivalent
officer in the case of founders who are juridical persons) (founders do
not need to live in Iraq or be Iraqi citizens);
h. perjury statement signed by the authorized representative for filings with
the Registrar of Companies.
۳٫ The following documentation shall be submitted with each Application:
a. the contract of the company, signed by the founders or their legal
(a) the points required in article 13 or 14, whichever is applicable, of
Company Law No. 21 of 1997, as amended, and
(b) the information regarding shares issued for property-in-kind
required by article 29, paragraph Third of that Law;
b. a bank statement from a bank authorized to operate in Iraq evidencing that
the founders of the proposed company have deposited, for the proposed
company pending registration by the Registrar of Companies:
(a) capital for a joint stock company of not less than two million dinars
(b) capital for a limited liability company of not less than one million
dinars (ID1,000,000), and
(c) capital for all other business entities of not less than fifty thousand
c. if the Application is for foundation of a joint stock company, additionally,
the subscription document signed by the founders and the technical and
economic feasibility study;
d. if the proposed entity has a foreign ownership component and is planning
to operate in retail sales in Iraq, a bank statement showing that the sum of
one hundred thousand United States dollars ($100,000.00) has been
deposited in a non-interest bearing account (this can be furnished to the
Registrar of Companies at a later date and the non-submission of it shall
not be grounds for rejection of the Application; however, the bank
statement will have to be furnished before actual sales activity may begin)
in accordance with the Ministerial Instruction on retail trade;
e. if the proposed entity is to be a commercial agent, then additional
documentation must be submitted to the registrar pursuant to the
Ministerial Instruction on commercial agencies (this can be furnished to
the Registrar of Companies at a later date and the non-submission of it
shall not be grounds for rejection of the Application; however, the
materials will have to be furnished to the Registrar before commercial
agency activity may begin)
f. a copy of the passport (for a foreign citizen) or civilian identification card
(for an Iraqi citizen) of the authorized representative for filings with the
Registrar of Companies, as prescribed in Item g.(b) in paragraph 2. above
(this is the person who is to actually submit the Application and he or she
should also bring at the time of application, and in all future interactions
with the Registrar of Companies, the original of his or her passport (for a
foreign citizen) or civilian identification card (for an Iraqi citizen)).
۴٫ An Application for the registration of a company (including all required
information and documents) may be filed in either the Arabic or English language.
۵٫ Upon receiving an Application, the Registrar of Companies shall:
a. review the Application for completeness;
b. if the Application is incomplete, return it to the applicant without
collecting any fee;
c. if the Application is complete, provide a signed checklist to the applicant
showing that all the required information and documentation has been
d. log the accepted Application in the Registrar of Companies’ official record
as of the date of its receipt; and
e. assign a temporary unique identification number to the Application.
۶٫ The Registrar of Companies shall conduct (through other agencies if necessary
until this capacity has been established within the Registrar’s office; pursuant to Article
۲۰۸, Paragraph 2 of the Company Law of 1997, as revised by CPA Order 64, the Minister
of Trade is authorized to issue instructions to coordinate the activities of the Registrar of
Companies and the Chamber of Commerce regarding the registration and approval of
commercial trade names) or verify that a search has been conducted to determine whether
the company’s business name has already been registered in Iraq by a person other than
the founders. In the event the company’s business name has already been registered in
Iraq, the Registrar of Companies shall afford the founders the opportunity to select a
name (also subject to search) under which the company might do business without
confusion as to its true identity and without implying an association with the person
(natural or judicial) who already has registered the name. If this is not possible, the
application will be rejected with the advice that the applicant may challenge the prior
claim on the name under separate regulations and law.
۷٫ The Registrar of Companies must approve or disapprove each Application within
ten (10) business days from the day of its submission. The Registrar of Companies may
only disapprove an Application for failure to comply with this Ministerial Instruction.
۸٫ Upon approval of each Application, the Registrar of Companies shall promptly
issue to the applicant a certificate of establishment bearing the corresponding business
entity’s name and the Registrar of Companies’ official seal, together with a permanent
unique identification number, except that for a joint stock company these shall be issued
only after its public subscription is completed, in accordance with article 21, paragraph
First, point 2, of Company Law No. 21 of 1997, as amended.
۹٫ The registered business entity shall acquire legal personality as from the date of
issuance of its certificate of establishment and permanent unique identification number
by the Registrar of Companies.
۱۰٫ Upon issuance, each registration shall be published in the “Companies Bulletin”
and in at least one (1) daily newspaper of wide circulation in Iraq.
۱۱٫ The Registrar of Companies shall forward copies of each Application as
approved, together with its respective permanent unique identification number as issued,
to the Ministry of Finance (Tax Department), Ministry of Planning, Ministry of Labor
and Social Affairs, and such other Iraqi Government departments and agencies, as
۱۲٫ The Registrar of Companies shall enter basic summary information on registered
companies into a Ministry of Trade electronic database accessible to the public, including
over the Internet. Implementation of this function shall not, however, be grounds for
delay of registration.
۱٫ A fee of 200,000 dinars shall be payable for the registration of a joint stock
company, and a fee of 20,000 dinars shall be payable for all other corporate forms. The
fee is payable as follows:
a. one-half (1/2) of the fee shall be paid upon submission and filing of
b. the remaining one-half (1/2) of the fee shall be paid upon issuance of
the registration and permanent unique identification number by the
Registrar of Companies; and
c. provided, however, that in the event of disapproval of an Application,
the remaining one-half (1/2) of the fee referred to in Subsection b.
directly above shall not be due or payable, and the one-half of the fee
referred to in Subsection a. directly above shall be returned to the
applicant by the Registrar of Companies.
۲٫ The Registrar of Companies shall collect said fees and issue the proper receipt
evidencing payment directly to the Applicant or its representative.
۳٫ The Registrar of Companies shall keep regular and accurate records and accounts
to account for all registration fees collected.
Appeal for Disapproval of Application
In the event the Registrar of Companies disapproves the Application for the registration
of a business entity, the Registrar must promptly notify the applicant in writing stating
the reasons for its disapproval. The applicant has the right to contest the disapproval of
the Registrar of Companies before the Minister of Trade within thirty (30) days from the
date of receipt of notification. The Minister of Trade shall review the disapproval within
thirty (30) days from the date of submission of the applicant’s appeal. If the Minister of
Trade also disapproves the Application, the applicant has the right to appeal the
Minister’s decision before the competent court of law within thirty (30) days, which court
shall have final disposition of the matter.
Update of Information at the Registrar of Companies
Information filed in connection with each registration must be correct as of the time of
filing. Subsequent changes may be filed as they occur but at least by December 31 of
each year, and address changes for the company’s principal office in Iraq or its agent for
service of legal process within seven (7) days of their occurrence. Companies will be held
responsible for notifications and correspondence delivered to the address in the Registrar
of Companies’ files.
Entry into Force of this Instruction
۱٫ This Ministerial Instruction shall enter into full force and effect upon its
publication in the Companies Bulletin, as of the date of its signature.
۲٫ The Registrar of Companies shall ensure that these instructions are published in
one newspaper of wide circulation in Iraq.
Name: Dr. Ali Allawi
Title: Minister of Trade