IRAQ Law and Practice Contributed by: Ahmed Al-Janabi and Sarmad Akrawi, MENA Associates in association with AMERELLER
Registrar’s bulletin, two daily newspapers and the Baghdad Stock Exchange. 5.4 Shareholder Claims Shareholders who hold at least 10% of the share capital may request inspection of the company if there are reasonable grounds to believe that the company has violated a provision of the Compa - nies Law, the company’s articles of association, or a resolution passed by the general assembly. Shareholders who hold at least 5% of the shares may object to a resolution of the general assem - bly by petition to the Registrar within seven days of the resolution being passed. 5.5 Disclosure by Shareholders in Publicly Traded Companies The Registrar must be provided with all data in relation to the subscription process, the names of subscribers and number of shares, and amounts paid against the value of shares. There are no specific obligations in relation to the ultimate beneficial owner of publicly traded com - panies. The owner of record is the legal owner as far as the authorities are concerned. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting The managing director of a company is required to prepare the final accounts within the first six months of each year, write a detailed report on them, and submit them all to the general assem - bly. In a JSC, the board of directors is responsi - ble for this. The board must also submit periodic reports to the auditor and an annual report to the general assembly regarding the results of the implementation of the annual plan.
The final accounts would also be audited by external auditors appointed by the general assembly. The auditors will provide a report to the company that addresses their findings and the extent of the accounts’ compliance with the law and the company’s articles of association. Copies of the final accounts and the related reports must be submitted to the Registrar. 6.2 Disclosure of Corporate Governance Arrangements Companies are required to submit a UBO form to the authorities, disclosing the shareholders, board members and manager of the company. 6.3 Companies Registry Filings The general assembly meeting notes and deci - sions should be recorded in the minutes of the meeting and sent to the Registrar within four days of being implemented. Copies of the final accounts, annual plan and related reports must also be sent to the Registrar. General assembly meetings regarding the final accounts must be notified to the Registrar, and the following must be sent: • the annual list; • the final accounts of the previous year and the auditor’s report; and • the managing director’s or board of directors’ report on the annual plan of the previous year. The Registrar is entitled to obtain any document from the company for the purpose of carrying out its responsibilities under law. Companies are now required to present evi - dence of an Iraqi top-level domain (.iq) and an Iraqi Post Office Box (PO Box) filed by the com -
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