Iraq company structures: at a glance

Hawksford

Hawksford

Options for registering companies in Iraq

Iraq is a federal parliamentary republic in the Middle East with a statutory framework for domestic companies and registered establishments of foreign companies.

Companies are governed principally by Companies Law No. 21 of 1997, as amended, and registered through the Registrar of Companies at the Ministry of Trade. The official registration framework covers domestic Iraqi companies, foreign-company branches and trade representation offices.

The entity options differ across legal separation, taxation, capital requirements and control frameworks, affecting how foreign investors structure and operate their presence.

Iraq offers international investors the following legal structures for establishing a local presence:

Limited liability company

A limited liability company is an Iraqi incorporated company with separate legal personality and shareholder liability limited under the Companies Law.

  • A limited liability company is a legal person established under Companies Law No. 21 of 1997. Unlike a branch, it has a corporate identity separate from its shareholders.
  • A limited liability company is commonly used for commercial, service, industrial and investment activities. It conducts business and assumes contractual obligations in its own name.
  • The company must appoint an authorised manager and complete the corporate appointments required by the Registrar of Companies.
  • Limited liability companies are taxed at 15% under Iraq’s Income Tax Law. The company must file its corporate income tax return with financial statements by the applicable deadline.
  • The company must maintain accounting records and supporting commercial, banking, customs and contractual documents for review by the General Commission for Taxes.
  • In contrast to a branch, the company establishes a separate Iraqi legal and liability structure. Regulated activities cannot commence without the required sector authorisation.

Branch office

A branch office is the registered Iraqi establishment of a foreign company and has no legal personality separate from its overseas parent.

  • A branch is not a separate legal entity from the foreign company that establishes it. Unlike a limited liability company, its obligations remain obligations of the foreign parent.
  • A branch is commonly used by foreign companies for direct commercial operations and contract execution in Iraq. It operates under the identity of its overseas parent company.
  • The registrar requires documentation relating to the foreign company.
  • A branch must identify its authorised manager or representative through the registration process.
  • Income attributable to an Iraqi branch is taxed at 15% for ordinary activities. A 35% rate applies to activities covered by the special legislation for foreign oil companies.
  • A registered foreign branch must file tax returns with financial statements and retain supporting records. The General Commission for Taxes taxes Iraqi-source branch income.
  • Unlike a limited liability company, a branch does not create a separate liability shield in Iraq. Liabilities arising from branch operations remain with the foreign company.

Representative office

A representative office is a registered non-trading presence of a foreign company used for representation and liaison rather than commercial operations.

  • A representative office is not a separate legal entity and acts on behalf of its foreign company. In contrast to a limited liability company, it has no independent corporate identity.
  • A representative office is commonly used for representation, liaison and communication connected with a foreign company. It is not registered as an independent trading business.
  • Its operating expenditure is funded by the foreign company.
  • The office must identify an authorised representative through the foreign-company registration process.
  • A representative office cannot trade or generate operating profits under its non-commercial remit.
  • The representative office must be registered with the Registrar of Companies and complete applicable tax registration. Its records remain linked to the foreign company.
  • Unlike a branch, a representative office cannot conduct revenue-generating business or execute commercial operations. Trading activity requires an appropriate operating structure.

Comparison of the common types of companies in Iraq

Key information Limited liability company Branch office Representative office
Commonly used for Startup solution Most activities Marketing & research
Minimum capitalisation IQD1 million (approx. US$750) None None
Limited liability Yes No No
Time to incorporate 7 weeks 7 weeks 7 weeks
Tax rate (CIT) 15% 15% 0%
Resident management Yes Yes Yes
Cost indication
Includes Hawksford’s Fee
US$15,000 US$16,000 US$15,000

Any estimates published on Hawksford’s website set out indicative fees for entity formation, tax/VAT registration, a registered office address and estimated government filing fees. They do not include fees for additional services that may be required such as resident directors, licences for regulated activities, bank account setup, initial capital or other third-party charges. Actual setup costs can vary widely depending on the entity type, business activities, and structure. Terms and conditions apply. For a detailed, tailored quote, please contact us.

Updated on

Information verified against Registrar of Companies at the Ministry of Trade and General Commission for Taxes.


 

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Useful links

Companies Registration Directorate (CRD), Ministry of Trade

General Commission for Taxes (GCT), Ministry of Finance

National Investment Commission (NIC)

Central Bank of Iraq (CBI)

Iraqi Securities Commission (ISC)