Requirements and official forms for opening a branch of a foreign company in Iraq
Home
›
Library
›
Foreign Company Registration in Iraq
Overview
Opening a Branch of a Foreign Company in Iraq
Foreign companies seeking to establish a branch in Iraq must submit a registration application and supporting corporate documents to the Iraqi Companies Registrar.
The registration package includes documents relating to the foreign parent company, its financial position, shareholders, ultimate beneficial owners, the appointment of the Branch Manager, and the authorization of the lawyer handling the registration.
Certain documents must be prepared on the foreign company’s official letterhead and authenticated by the Iraqi Embassy in the country where they were issued. Documents should also be submitted for preliminary review before authentication is completed.
At a Glance
Key Registration Requirements
Minimum Company Age
The foreign company must have been established for at least one year.
Branch Manager
The Branch Manager is not required to be an Iraqi national or a resident of Iraq.
Document Authentication
Documents requiring authentication must be authenticated by the Iraqi Embassy in the country where they were issued.
Preliminary Review
Documents should be submitted electronically for review before proceeding with official authentication.
Required Documentation
Documents Required to Open a Foreign Company Branch
The following documents are generally required as part of the foreign branch registration package.
Application and Corporate Resolutions
1
Registration Application
Form No. (1)
A registration application signed by the Branch Manager in Iraq and stamped by the foreign company.
The application must include the Branch Manager’s telephone number, email address, and address.
The application must follow Form No. (1).
Authentication by the Iraqi Embassy is not required.
Company letterhead required
Embassy authentication not required
2
Resolution to Open a Branch in Iraq
Form No. (2)
A corporate resolution approving the opening of a branch in Iraq.
The resolution must appoint the Branch Manager.
It must specify the Branch Manager’s authorities.
It must authorize the lawyer responsible for completing the registration.
The resolution must follow Form No. (2).
Company letterhead required
Embassy authentication required
3
Foreign Company Undertaking
Form No. (3)
An undertaking issued by the foreign company and signed by the Branch Manager in Iraq.
The undertaking must follow Form No. (3).
Company letterhead required
Embassy authentication required
Parent Company Documents
4
Certificate of Incorporation
A copy of the foreign company’s Certificate of Incorporation.
Embassy authentication required
5
Constitutional Documents
The foreign company’s Articles of Association, Memorandum of Association, internal regulations, or equivalent constitutional documents.
Embassy authentication required
6
Financial Statements
Evidence of the foreign company’s financial position.
Audited Financial Statements
A copy of the company’s latest audited financial statements together with the Board of Directors’ report attached to those statements.
Certified Financial Statement
Where audited financial statements cannot be provided, a certified financial statement issued by an independent and competent authority showing the company’s financial position.
Embassy authentication required
7
Board Members and Shareholder Information
Form No. (4)
A document listing the names of Board Members and information relating to shareholders holding 20% or more of the company’s shares.
The document must follow Form No. (4).
Company letterhead required
Embassy authentication required
8
Ultimate Beneficial Owner Form
Form No. (5)
A disclosure identifying the foreign company’s ultimate beneficial owner or owners.
The disclosure must follow Form No. (5).
Company letterhead required
Embassy authentication required
Branch Manager and Shareholder Identification
9
Branch Manager Identification
Identification documents for the person appointed as Branch Manager.
Foreign Branch Manager
A colored copy of the Branch Manager’s passport.
Iraqi Branch Manager
A copy of the Unified ID, housing card, food ration card, and a residence confirmation letter issued by the municipality.
Embassy authentication not required
10
Branch Manager Photograph
A colored personal photograph of the Branch Manager.
Embassy authentication not required
11
Shareholder Identification
Copies of identification documents for the company’s shareholders.
Foreign Shareholders
Copies of valid passports.
Iraqi Shareholders
Copies of the Unified ID, housing card, and food ration card.
Embassy authentication not required
Legal Authorization
12
Power of Attorney
A Power of Attorney issued by the foreign parent company authorizing the lawyer handling the registration.
The Power of Attorney must be signed by the Chief Executive Officer or Chairman of the Board.
It must be authenticated by the Iraqi Embassy in the country of origin.
Embassy authentication required
Document Controls
Letterhead and Authentication Requirements
Applicants should carefully distinguish between documents that must be issued on official company letterhead and documents that require Iraqi Embassy authentication.
Official Company Letterhead
The following documents must be prepared on the foreign company’s official letterhead:
Registration application — Item 1
Resolution to open the branch — Item 2
Foreign company undertaking — Item 3
Board members and shareholder information — Item 7
Ultimate Beneficial Owner form — Item 8
Iraqi Embassy Authentication
The following documents must be authenticated by the Iraqi Embassy:
Resolution to open the branch — Item 2
Foreign company undertaking — Item 3
Certificate of Incorporation — Item 4
Constitutional documents — Item 5
Financial statements — Item 6
Board members and shareholder information — Item 7
Ultimate Beneficial Owner form — Item 8
Power of Attorney — Item 12
Important Notes
Before Authenticating and Submitting the Documents
Submit Documents for Preliminary Review
Copies of all required documents should be sent electronically for review and verification by the Companies Registrar before authentication by an official authority.
Company Must Be at Least One Year Old
The foreign parent company must have been established for at least one year before applying to open a branch in Iraq.
Branch Manager Nationality
The appointed Branch Manager is not required to be an Iraqi national or a resident of Iraq.
Country of Authentication
Documents must be authenticated by the Iraqi Embassy located in the same country in which the documents were issued.
Official Forms
Download the Foreign Branch Registration Forms
The following forms correspond to the documents identified in the registration requirements above.
Form No. (1)
Registration Application
Application to register and open a branch of a foreign company in Iraq.
Before submitting the registration package, confirm that:
The application has been signed by the appointed Branch Manager.
All required documents have been prepared on official company letterhead.
The corporate resolution clearly specifies the Branch Manager’s authorities.
The lawyer handling the registration has been properly authorized.
The latest financial statements or an acceptable alternative financial statement are included.
Board Member, shareholder, and beneficial ownership information is complete.
Identification documents for the Branch Manager and shareholders are clear and valid.
Documents requiring authentication have been identified.
The complete package has been submitted for preliminary review before authentication.
On this page
Related Resources
Explore Related Guidance and Legal Services
Foreign company registration may also involve corporate structuring, foreign investment, tax registration, employment, licensing, and regulatory compliance.
Questions About Registering a Foreign Company in Iraq?
This guide explains the principal registration requirements and official forms. For assistance with document review, authentication requirements, Companies Registrar filings, or post-registration compliance, contact our corporate lawyers.