Expertise
Corporate & Commercial
Company formation, branch registration, investment licensing, commercial contracts and corporate housekeeping for Iraqi, regional and international businesses, in Federal Iraq and the Kurdistan Region.
Whether a company is being formed by Iraqi founders, by a regional group expanding into Iraq or by a foreign contractor awarded an Iraqi project, the choice of legal form is the decision everything else rests on. A limited liability company, a joint stock company, a branch of a foreign company, a representative office or a licence under the Investment Law No. 13 of 2006 each carry different consequences for tax, for liability, for the ability to contract with state entities and for the ease of exit. We set out these consequences before the client chooses, and then we carry out the registration with the Registrar of Companies at the Ministry of Trade or with the Kurdistan Region authorities, including the documents that must be legalised abroad, the capital and banking requirements, and the registrations with the tax authority, the social security department and the Chamber of Commerce that follow.
We draft and negotiate the commercial contracts that Iraqi and foreign parties sign with each other: supply, distribution and commercial agency, services and subcontracting, EPC, EPCC and O&M, joint ventures and shareholder arrangements, with a focus on enforceability under Iraqi law and alignment with international contracting standards. We also advise on the pre-qualification, bid and contract conditions of tenders issued by Iraqi ministries, state companies and provincial authorities, and on the bonds, guarantees and payment mechanics that come with them.
Typical matters
- Formation of Iraqi LLCs and joint stock companies, with Iraqi or foreign shareholders, under the Companies Law No. 21 of 1997
- Branch and representative office registration for foreign companies
- Investment licences before the National Investment Commission and the provincial commissions
- Commercial agency, distribution, supply and services agreements
- Joint ventures, shareholder agreements and transfers of shares
- Tender documents, contract conditions, bonds and guarantees with state entities
- Changes of manager, capital and signatories; mergers, conversions and liquidation