Doing Business in Iraq: 10 Smart Rules

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The problem of corruption is widespread, and foreign businesses operating in Iraq are impacted in a number of ways. For instance, foreign companies have had local partners forced on them and have faced problems in receiving full payment for services or products. American companies operating in Iraq must be particularly careful not to engage in any actions that could be deemed a violation of the U.S. Foreign Corrupt Practices Act (FCPA), which prohibits providing anything of value to influence an award of government business. U.S. companies should consider training their business development personnel on FCPA. The good news is that the government of Iraq is committed to attracting foreign investors, especially U.S. companies, and therefore will try to resolve specific acts of corruption. Therefore, foreign companies that find they are facing a corruption issue should seek to elevate it quickly to the highest levels of the government of Iraq.

9. Enforceability of contracts. The legal system in Iraq is centuries old with long-established traditions. Yet it deteriorated greatly under Saddam Hussein and further during the recent conflict. Assistance from the U.S. and other coalition countries has introduced some modern concepts, but more work is required to incorporate international standards for regulating business and resolving disputes. Whenever possible, foreign companies should incorporate arbitration and forum selection clauses into their contracts to take advantage of more familiar venues and laws for resolving disputes. Companies also should keep in mind, though, that Iraq is not yet a signatory to the New York Convention, the main treaty that ensures enforcement of foreign arbitral awards.

10. Entry and exit. Obtaining permission to enter Iraq was nearly automatic for U.S. government contractors before the Status of Forces Agreement. Removal of immunity made all foreign company employees subject to Iraq's visa procedures. Visas now must be obtained from an Iraqi embassy in advance of any trip there. The visa process can sometimes take weeks or even months. Obtaining a letter of approval from an Iraqi trade official, such as the Commercial Attaché, National Investment Commission, Kurdistan Regional Investment Commission, or other Iraqi representative offices can significantly expedite that process. Moreover, any foreign company that receives an investment license should receive guaranteed entry and exit for its employees.

While any business expanding abroad is certain to face unexpected challenges, understanding and planning around the 10 points above should make the prospect of investing in Iraq safer and more productive.

David M. Tafuri is a partner at Patton Boggs LLP and Of Counsel to the U.S. Chamber of Commerce's Iraq Business Initiative. He spent 15 months working in the U.S. Embassy in Baghdad.

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