Introduction
Expanding into the Iraqi market requires a clear legal structure and compliance with the Companies Law and instructions of the Companies Registrar (“CR”) under the Ministry of Trade. Any foreign company wishing to conduct commercial activity in Iraq must register a Branch Office, provided that at least one year has passed since its establishment.
This guide explains the required documents, registration phases, timeline, and notes from our experience at Horizon Law Firm while registering foreign branches across different sectors in Iraq.
Who Can Open a Branch in Iraq?
Any foreign company that:
- Has completed one full year since establishment, and
- Intends to conduct commercial activity inside Iraq
may apply to open a Branch Office by submitting the required documents to the Companies Registrar (“CR”).
Important: All documents must be translated into Arabic and duly legalized through the required chain of authentication, including the Iraqi Embassy and Ministry of Foreign Affairs.
All requirement is According to Foreign Companies Branches decree No. 2 of 2017 (as amended)
Required Documents for Registration
The following documents must be prepared, translated to Arabic, and legalized:
Articles of Association (“AoA”)
Certificate of Incorporation
Board of Directors list or Managing Director details, including:
Passports copies
Authorized signatories (if any)
Power of Attorney to the appointed Branch Manager
The Branch Manager must reside in Iraq
Power of Attorney authorizing the lawyer to initiate registration
Financial statements for last fiscal year or the year before
Standard pledge requested by the CR
Any additional documents requested by CR during review
Important Note – Avoid Delays
From our experience at Horizon Law Firm, we noticed that:
The AoA MUST clearly include the intended commercial activities the company performs.
If activities are too general or missing, registration may be delayed until amended.
Phase I – Initial Approval
How to Register a Foreign Company Branch in Iraq – Legal Guide
✔ Review and verify the application
✔ Approve the establishment of the branch
✔ Publish it on the CR’s internal bulletin
✔ Request payment of statutory fees
Only after publication and fee payment is the foreign branch officially recognized in Iraq.
Phase II – Activation of the Branch
To activate operations, the branch must provide the following to the CR:
- Official address of the branch, endorsed by the competent local authority
- Confirmation letter of opening a current bank account with a licensed Iraqi bank
- Permit to Practice Commercial Activity, issued by the relevant sectoral authority Especially important for oil & gas, telecom, logistics, consulting, etc.
- Confirmation letter from the Iraqi Bar Association appointing the statutory lawyer
Once Phase II is completed, the branch can legally commence operations in Iraq.
Estimated Timeline
| Step | Expected Time (All documents correct) |
|---|---|
| Phase I – Review & Approval | 30–45 days |
| Phase II – Activation | 30–45 days |
| Total Estimated Time | 60–90 days |
Practical Advice from Horizon Law Firm
✔ Prepare the AoA carefully to reflect ALL commercial activities
✔ Ensure clear PoA language specific to Iraqi procedures
✔ Appoint a Branch Manager who resides in Iraq
✔ Open the bank account early – banks may require additional documents
✔ Always expect CR to request additional clarifications or documents
How Horizon Law Firm Supports Clients
We assist local and international companies with:
- Preparing & legalizing documents
- Communicating with CR and sectoral ministries
- Drafting Iraqi-form PoA and branch manager agreements
- Social Security & Tax registration
- Sectoral approvals (MoO, PCLD, CMC, etc.)
- Bank account opening
- Translating legal documents to formal Arabic
FAQ – Branch Registration in Iraq
1. Can a company open a branch in Iraq before completing one year of establishment?
No. According to CR procedures, only companies that have completed at least one full year since establishment may apply for branch registration.
2. Are financial statements mandatory?
Yes. The CR requires audited financial statements for the last fiscal year or the year before, duly translated and legalized.
3. Can a foreign branch operate without a sectoral permit?
No. A Permit to Practice Commercial Activity must be issued by the competent sectoral authority (e.g., MoO, CMC, etc.) before commercial activity begins.
4. Can the branch manager live outside Iraq?
No. The appointed branch manager must reside in Iraq and have legal authority to represent the company.
5. What is the estimated timeframe for full registration?
With correct documentation, the process normally takes 60 to 90 days. Delays usually occur when AoA does not show the company’s activities clearly.
For professional support in registering a branch in Iraq, visit our
Company Registration Services page.
It is in reality a great and helpful piece of info.
I’m satisfied that you simply shared this useful info with us.
Please stay us up to date like this. Thanks for sharing.
Thank you for reading! If you have any legal topic, you’d like us to cover, feel free to suggest.