Business Opportunities and Support

 Laws and Regulations Affecting Business in Iraq

Corporate registration.  On February 29th, Trade Minister Ali Allawi signed new instructions for the registration of branch offices of foreign companies.

One important thing to note is that although the regulations highlight the nullification of the Commercial Agency Law No. 51 of 2000, the certificates of currently registered commercial agents will remain valid. As for new agents, new ministerial instructions will follow soon from the Minister of Trade.

Ministry of Trade – Ministerial Instruction No. 149                            English        عربي

Ministry of Trade – Ministerial Instruction No. 149 – Annex I            English         عربي

On March 15, Trade Minister Ali Allawi signed new instructions for the registration of Iraqi companies (by either Iraqis or foreigners) to be in accordance with CPA Order 39 on foreign investment and the revised Company Law.

Ministry of Trade – Ministerial Instruction No. 196 
 
Domestic Company Registration  تسجيل شركة داخلية   

Ministry of Trade – Ministerial Instruction No. 196 – Annex I     
Annex
     الملحق

The Registrar’s office is located in the Food Stuff Company Building, across from the Iraqi National Museum, Area Allawi Hilla, Baghdad, Iraq, Grid Coordinate: MB42808774.

Company Law.  Following ratification by the Minister of Finance and the Finance and Planning Committee of the Iraqi Governing Council, Ambassador Bremer signed into law CPA Order 64 revising to the Company Law of 1997.  The order modernizes the legal environment for business in Iraq, making it a more attractive place to do business.

CPA Order 64

Company Law No. 21 of 1997 (as amended in 2004)

Foreign Investment.  On September 21st Iraqi Finance Minister Kamil al-Gailani unveiled a new foreign investment law.  The law permits 100% foreign ownership of businesses in all sectors except oil and mineral extraction. Foreign-owned retailing businesses must deposit US$100,000 in a licensed bank in Iraq before conducting business. The foreign investment law permits unrestricted, tax-free remittance of profits. Foreigners and foreign-owned companies cannot purchase land, but land can be leased for up to 40 years. Foreigners may purchase insurance for all aspects of investment. Contracts and disputes are subject to Iraqi law.  The foreign investment law reiterates the equality of foreigners and Iraqis on all terms of investment. 

CPA Order 39

CPA Order 46: Amendment to Order 39

Banking.  The new banking law permits up to six foreign banks over the next five years the right to enter the Iraqi market. The Central Bank of Iraq on 31 January announced the selection of three foreign banks – Hong Kong Shanghai Banking Corporation, National Bank of Kuwait and Standard Chartered Bank - to proceed to the final stage of the foreign bank licensing process.  An unlimited number of banks may purchase up to 50% of an Iraqi bank.  Foreign banks may enter Iraq as branches, subsidiaries, representative offices, or through partnerships with Iraqi banks.

CPA Order 40

CPAORD 40: Annex A

Taxes.  The new tax law provides a maximum marginal income tax rate of 15% for both corporations and individuals.

CPA Order 49

Tariffs.  The new law on trade provides for free trade and a temporary 5% tariff for reconstruction for two years. This tariff will cease no later than 1 January 2006. Food, medicine, clothing, and books are exceptions from this tariff.

CPA Order 38

Commercial laws.  A summary of existing commercial laws under the previous government has been compiled by The Office of General Counsel of US Department of Commerce and is available here.