Doing Business in Iraq: 10 Smart Rules

With Iraq's security improving, is it time to do business there? Here's how to navigate Iraqi laws, incorporate, and deal with political risk and corruption

By David M. Tafuri

Doing business in Iraq does not have to be scary. In July, Iraqi Prime Minister Nouri al-Maliki visited the U.S., and part of his mission was to convince American companies to invest in his country. He made the case that security has improved substantially. By any measure, he is correct. Although Iraq is not yet completely stable, a window of opportunity has opened there for companies willing to take a risk in one of the ultimate emerging markets. Indeed, Iraq has the second-largest oil reserves in the world and, after many years of war and sanctions, it needs infrastructure and development across all sectors of the economy. Once you become comfortable with the security situation, you will find the possibility of profits is great.

Yet companies entering Iraq also worry that they face conflicting laws and a dearth of information on how to do business there. Whether you have previously done business in the country or not, here are 10 things to ease your anxiety:

1. No immunity from Iraqi laws. Until this year, companies operating in Iraq under contracts with the U.S. government or other coalition countries enjoyed absolute immunity from the laws of Iraq. On Jan. 1, the Status of Forces Agreement went into effect and abolished that immunity. Loss of immunity means foreign companies and individuals are subject not only to criminal and civil liability in Iraq, but also must obey all legal and regulatory requirements for doing business there, including the entry and exit procedures, tax laws, and vehicle registration requirements. Moreover, all foreign individuals or companies engaged in commercial activities must obtain a license from the government of Iraq. It can be a cumbersome process, but the government of Iraq is working to make it easier and is not yet rigorously enforcing the law.

2. Forming a trade representative office. The simplest way to establish a commercial presence in Iraq, especially for foreign companies seeking contracts with the government, is to register as a trade representative office. By registering as a trade representative office, a foreign company receives the right to engage in business development activities in Iraq and to enter into negotiations for contracts with specific Iraqi ministries. The procedure to register as a trade representative office is simple, requiring the filing of a few forms, appointment of a "manager," and payment of a small fee. Most ministries in Iraq do not require any further licensing to bid on a contract. If and when a foreign company secures a contract with the government, it can then transfer its trade representative office into a "branch office."

3. Incorporation or forming a branch office. C.P.A. Order No. 93, which has been incorporated into Iraqi law, provides that non-Iraqi companies may form and operate through a "branch office." In recent years, registering a branch office has been the quickest way to set up an office to engage in commercial activities in Iraq (as compared to a trade representative office that can engage in business development activities only). Many companies now operating in Iraq are set up as branch offices, but face some restrictions on what they can do. For foreign companies wishing to establish a separate corporate entity for doing business in Iraq, rather than a branch office, there are a range of incorporation options, including the limited liability company, joint stock company, joint liability company, sole owner company, and simple company. Selecting the best entity depends upon the extent investors want to be shielded from liability, the number of investors, whether public and private investors will be involved ,and the tax implications. The most popular forms of incorporation for foreign-owned entities are the limited liability company and joint stock company.

4. Paying taxes. Foreign companies doing business in Iraq are often perplexed by the tax system. Iraq's tax rules are antiquated and contain numerous ambiguities. In general, Iraqis and non-Iraqis residing in Iraq must pay tax on income that originates there.

Business Exchange

Track and share business topics across the Web.