IRAQ Law and Practice Contributed by: Ahmed Al-Janabi, MENA Associates in association with AMERELLER
1. Trends 1.1 M&A Market Increased M&A Activity
• Construction – growing partnerships and acquisitions to support infrastructure and real estate development. • Oil and gas – significant M&A activity, driven by market expansion and foreign investment. 2. Overview of Regulatory Field 2.1 Acquiring a Company Share Transfer Process in Iraq The transfer of company shares in Iraq involves the following steps. • Due diligence – verify the company’s legal standing, financial health, and any restrictions on share transfers. • Agreement and documentation – sign a share purchase agreement and obtain necessary approvals per the company’s articles of asso - ciation. • Regulatory compliance – ensure compliance with Iraqi Companies Law, including the 51% local ownership rule for foreign investors. • Submission to the Companies’ Registrar – file the transfer request with required docu - ments, including the agreement and updated records. • Approval and registration – upon approval, the new shareholder structure is officially recognised. 2.2 Primary Regulators In Iraq, the primary regulator overseeing M&A is the Companies’ Registration Department under the Ministry of Trade. This Department is respon - sible for the registration and monitoring of both domestic and foreign companies. Its main tasks include the following. • Online registration – provides an online plat - form for registering and updating company
Over the past 12 months, there has been a noticeable increase in M&A activity compared to previous years. More investors are entering the market, often partnering with local share - holders. This is being achieved either through existing companies or by merging multiple enti - ties, reflecting a growing trend in strategic col - laborations. 1.2 Key Trends A key trend has been the rise in companies part - nering with local businesses. In some cases, foreign investors are acquiring full ownership, while others are forming strategic partnerships to enter the market. Expansion of distribution and agency agreements Another significant development is the growing presence of distribution and agency agreements, with more international businesses entering the Iraqi market through these structures. 1.3 Key Industries Top Trends in the Last 12 Months Increased foreign investment and partnerships Over the past 12 months, several industries have seen notable M&A activity, including the follow - ing. • Food industry – increased investment and consolidation within food production and distribution. • Automotive industry – a rise in M&A, particu - larly in car manufacturing and dealerships.
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