How to Register a Foreign Company Branch in Iraq: Steps, Documents and Timeline

Short answer: a foreign company that has existed for at least one year can open a branch in Iraq by filing authenticated, Arabic-translated corporate documents with the Companies Registration Department at the Ministry of Trade. The registrar must decide within 15 working days and issue the registration licence within 7 working days of publishing its approval. The branch cannot trade until it also files its address, bank account, any sector licence and a Bar Association legal advisor appointment. Everything below is taken from Foreign Company Branches Regulation No. 2 of 2017 and the registrar’s own guide on tasjeel.mot.gov.iq.

Who can register a branch in Iraq

Under Article 2 of Regulation No. 2 of 2017, any company, institution or entity registered outside Iraq under a foreign law may open a branch, provided it has been incorporated for at least one year. Some third-party guides still say two years. The regulation says one.

The old representative office route under Regulation No. 5 of 1989 was repealed by Article 16. A branch is now the standard legal presence for a foreign company that wants to work in federal Iraq without forming a local company.

Do you actually need a branch?

Article 14 prohibits a foreign company from carrying on any commercial activity or opening premises in Iraq without a registration licence. The main exception covers companies contracted only to supply goods or services, unless the supply contract includes services of any kind performed inside Iraq for one year or more. If your contract puts people or services on the ground in Iraq for a year, plan for a branch.

Documents the registrar requires

Each document must be translated into Arabic and authenticated by the competent authorities in the country of incorporation (Article 2):

1. The parent company’s memorandum of association or equivalent constitutional document.
2. A current certificate of registration (incorporation) of the parent company.
3. A list of the board members or managing director, with each person’s nationality, the names of the authorised signatories and their identity documents.
4. A power of attorney appointing the branch manager, who must actually reside in Iraq.
5. A power of attorney for the person filing the application.
6. The parent company’s final accounts for the last financial year, or the year before it.
7. The undertaking prepared by the registrar.
8. Any other document the registrar requests about the company’s business.

The registrar’s guide also includes a beneficial owner undertaking and a company information form listing directors, shareholders and ultimate beneficial owners, signed by the parent company’s authorised signatory. Prepare these at the same time as the corporate documents.

Step by step: how registration works

1. Prepare and authenticate abroad. The parent company signs the documents in its home country. They are then authenticated locally and by the Iraqi embassy or consulate there, and the authentication is completed by the Iraqi Ministry of Foreign Affairs.
2. Translate into Arabic. The registrar’s guide states that documents must be properly authenticated and translated before they are uploaded.
3. File through the registrar’s electronic system. The application is submitted online through the Ministry of Trade’s single window and reviewed by a registrar officer, who either accepts it or returns it with reasons.
4. Decision within 15 working days. Under Article 3, the registrar must approve or refuse a complete application within 15 working days. If no decision is issued in that time, the application is treated as accepted. A refusal must give reasons and can be challenged.
5. Publication and fees. Once the fees are paid, the approval is published in the registrar’s bulletin. The bulletin is public and lists new foreign branch registrations.
6. Licence within 7 working days. The registrar issues the registration licence within 7 working days of publication. The guide notes that an authenticated lease for the branch premises is required before the licence is released.

The licence is not permission to trade

Article 4 is explicit: the registration licence is not a licence to carry on the activity. Under Article 5, the branch cannot start commercial work until it files:

• An official, authenticated document showing the full address of the branch in Iraq.
• Confirmation that a current account has been opened with a bank licensed in Iraq.
• A licence from the sector regulator, where the activity requires one.
• A letter from the Iraqi Bar Association appointing a legal advisor for the branch.

The legal advisor is appointed through the Iraqi Bar Association, so the advisor must be a lawyer admitted there. Budget for it as an ongoing appointment for the branch, not a one-off filing.

When a branch counts as “active”

Article 6 treats a branch as carrying on commercial activity when it starts performing a contract with an Iraqi government body or a public or mixed sector company, signs an investment contract under Iraq’s investment laws, obtains a work licence from an authorised Iraqi body, or works with the Iraqi private sector on a contract or project at or above the value set in the regulation. The published text sets that value at USD 1,000,000.

This matters because Article 11 allows the registrar to cancel the licence of a branch that has carried on no activity for four years since its last one. The registrar can also cancel a branch that fails to file its final accounts and documents for two consecutive years.

Ongoing obligations after registration

• Resident manager: the branch must be managed by a manager, or a deputy in the manager’s absence, who resides in Iraq. A change of manager must be notified within 60 working days of the documents being authenticated by the Iraqi mission (Article 7).
• Arabic name and records: the full name and Iraqi head office must appear in Arabic on all branch papers, and accounting records must be kept in Arabic (Article 5).
• Audit: accounts must be audited by an auditor licensed in Iraq, and audited final accounts plus an activity report must be filed within eight months of each year end (Article 8).
• Activity reporting: the company must report to the registrar when it starts any commercial activity in Iraq, using the registrar’s activity form (Article 13).
• Inspection: the registrar may appoint inspectors and request any information or documents it considers necessary (Articles 9 and 10).

Mistakes that slow foreign companies down

• Signing and authenticating documents in the wrong order, so the Iraqi embassy stamp is missing or the translation was done before authentication was complete.
• Appointing a branch manager who does not live in Iraq.
• Treating the registration licence as the finish line and starting work before the Article 5 filings are in.
• Relying on outdated guides that still describe representative offices or a two-year minimum.
• Letting annual filings lapse, which can lead to cancellation after two years.

A note on amendments

The registrar notes that Regulation No. 2 of 2017 was amended by Regulation No. 4 of 2023 (Al-Waqa’i al-Iraqiyya No. 4734, 28 August 2023), and that Article 14 was amended again by Regulation No. 1 of 2025. The version on the registrar’s site is not consolidated, so check the current wording of any article against the Official Gazette before you rely on it for a filing.

This article covers registration with the federal registrar in Baghdad. The Kurdistan Region has its own registration process.

How Iraq Gate helps

Iraq Gate Legal Consulting is a Baghdad law firm whose lawyers are admitted to the Iraqi Bar Association. We prepare the document pack and authentication sequence, file with the registrar, complete the Article 5 filings and can act as the branch’s Bar Association legal advisor. For more answers, see our Iraq legal FAQ and our market entry and registration service. This guide is also available in Arabic (باللغة العربية).

Sources: Foreign Company Branches Regulation No. 2 of 2017 as amended, and the Foreign Companies Section guide published by the Companies Registration Department, Ministry of Trade, at tasjeel.mot.gov.iq. This article is general information, not legal advice.

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