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Iraq Company from Russia 2026: After the Lukoil Exit

Iraq does not bar Russian investors. But sanctions removed the flagship Russian presence in 2026, and the banking chain now decides what is actually possible.

Charles Martin
Charles MartinFounder, CorpSec
Updated September 20268 min read
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Iraqi law does not bar Russian investors. There is no nationality condition in the Companies Law, and a Russian shareholder faces the same 49% ceiling in federal Iraq as a French or Indian one.

What changed is everything around that. In October 2025, UK and US sanctions on Lukoil were followed by Lukoil declaring force majeure on its West Qurna-2 contract. In January 2026, Iraq's Ministry of Oil moved to take control of field operations to avoid production disruption. In February 2026, Iraq approved an amicable settlement transferring operations to the state-owned Basra Oil Company, covering outstanding invoices and the employment of foreign personnel, verified by an external auditor.

West Qurna-2 was Lukoil's largest foreign asset, a 75% stake in a field producing around 460,000 barrels per day, roughly a tenth of Iraq's crude output. The flagship Russian position in Iraq is gone, and Chevron has been in exclusive talks to take it on.

That is the context any Russian entry now sits in.

Key facts for Russian founders

QuestionAnswer
Does Iraqi law bar Russian ownership?No. There is no nationality condition
Foreign ownership of a federal LLCCapped at 49% since 2019, same as everyone
What actually constrains the entrySanctions exposure at the bank and with counterparties
Iraqi corporate tax15%, or 35% in oil and gas and related industries
Tax on dividends leaving IraqNone
The practical gateAccess to the official foreign exchange channel

The obstacle is not Iraqi company law. It is whether a bank, a counterparty and a currency channel will carry the transaction, and that is decided on facts a guide cannot assess.

What the 2026 sequence actually demonstrates

How the largest Russian position in Iraq unwoundNothing in this sequence involved an Iraqi rule about Russian ownership. It ran entirely through sanctions and the commercial consequences that followed.
  1. 1October 2025UK and US sanctions imposed on Lukoil. The company declares force majeure on the West Qurna-2 contract.
  2. 2January 2026Iraq's Ministry of Oil moves to take control of field operations to avoid a production disruption.
  3. 3February 2026An amicable settlement is approved, transferring operations to Basra Oil Company and covering invoices and foreign personnel.
  4. 4AfterChevron enters exclusive talks over the field. The largest Russian foreign asset in the country has changed hands.
Source: Energy press reporting, October 2025 to February 2026

The instructive part is what did not happen. Iraq did not legislate against Russian ownership. It acted to protect production from the consequences of sanctions imposed elsewhere, and it settled rather than expropriated.

For a smaller Russian investor the read is the same: your problem is not Iraqi permission. It is whether the chain around the transaction, the bank, the correspondent, the counterparty and the currency channel, will carry it.

Two things the sequence establishes, and they matter for a much smaller investor:

  • Iraq did not legislate against Russian ownership. It acted to protect production from sanctions imposed elsewhere, and it settled rather than expropriated.
  • The screening that unwound a multi-billion dollar position is the same screening a small transaction meets, at the bank, the correspondent, the counterparty and the currency channel.

Where the constraint actually sits

GateWho applies itWhat it turns on
Iraqi registrationCompanies RegistrarNothing about nationality
Ministry of Interior clearanceIraqi stateEvery foreign shareholder, opaque by design
The bankIraqi bank and its correspondentSanctions screening across the ownership chain
The dollar channelCentral Bank frameworkTax number, embassy-verified documents, transaction screening
The counterpartyOperators and contractorsTheir own onboarding standards
  • The bank. Iraqi banks with correspondent relationships apply sanctions screening across the whole ownership chain. An account is not a formality for a sanctioned-nexus profile.
  • The official dollar channel. Access requires a valid tax identification number and documentation verified through the Iraqi embassy in the exporting country, on top of transaction-level screening. Detail in business bank account in Iraq.
  • Counterparties. International operators and their contractors run their own screening, and a supplier that cannot be onboarded is not a supplier.
  • The Ministry of Interior clearance. Every foreign shareholder, of any nationality, passes it before being recorded, and the process is opaque by design.
How fast the largest Russian position in Iraq unwoundFour months from sanction to settlement. Nothing in it was an Iraqi decision about Russian ownership.
4 monthsfrom the October 2025 sanctions to the February 2026 settlement
0Iraqi legal changes directed at Russian shareholders over the same period
5screening gates between registration and a functioning business, and only one of them is Iraqi law
Source: Energy press reporting, October 2025 to February 2026

What Iraqi law says, for completeness

RulePosition
Nationality condition on ownershipNone
Foreign ownership of a federal LLCCapped at 49% since Law No. 17 of 2019
Full foreign ownershipKurdistan Region, following its January 2022 amendments
Branch routeGenerally needs a government contract or an investment licence, and a parent at least two years old
Corporate tax15%, or 35% in oil and gas and related industries

The routes are compared in foreign ownership in Iraq and the process is in how to register a company in Iraq. None of it turns on where the shareholder is from.

What not to do

  • Do not build a structure that depends on the ownership chain not being read. Iraq requires the ownership structure to be disclosed and the Ministry of Interior clears every foreign shareholder.
  • Do not treat a third-country holding company as a solution. Screening is applied to what the documents show, and a layer adds cost rather than opacity.
  • Do not assume the Kurdistan Region changes the sanctions position. It changes the ownership rule, not the banking chain.
  • Do not proceed on a general read. Sanctions exposure is fact-specific, moves quickly, and is the one question on this page that genuinely requires counsel.

What is worth checking before spending anything:

  • Whether an Iraqi bank will onboard the ownership chain as it stands, which is the question that decides the rest.
  • Whether the intended counterparties can onboard you, since an operator that cannot screen you will not contract with you.
  • Whether the sector is one where the dollar channel is used heavily, because that is where the friction concentrates.
  • Whether the facts are unusual enough to need sanctions counsel, which they often are.

The bottom line

Iraq has not closed its door to Russian investors, and it is worth being accurate about that rather than repeating a simpler story. What has changed is that the largest Russian commercial position in the country unwound through sanctions in the space of four months, and that the practical machinery of doing business in Iraq, the bank, the correspondent, the dollar channel and the counterparty, now applies that same screening to smaller transactions.

If your facts are unusual, that is a conversation with sanctions counsel rather than with a formation agent. If they are not, the honest answer is that the environment moved a long way in 2026.

Frequently asked questions

Can a Russian citizen or company own a business in Iraq?

Iraqi law imposes no nationality condition. A Russian shareholder faces the same 49% ceiling in a federal LLC as any other foreign shareholder, since Law No. 17 of 2019. What differs is the practical screening applied by banks and counterparties.

What happened with Lukoil?

UK and US sanctions in October 2025 were followed by Lukoil declaring force majeure on the West Qurna-2 contract. Iraq moved to take control of operations in January 2026 and approved an amicable settlement in February 2026 transferring operations to Basra Oil Company.

Did Iraq expropriate the field?

It settled rather than expropriated. The settlement covered outstanding invoices and the employment of foreign personnel, verified by an external auditor, and operations moved to the state-owned Basra Oil Company.

How big was West Qurna-2?

It was Lukoil's largest foreign asset, a 75% stake in a field producing around 460,000 barrels per day, roughly a tenth of Iraq's crude output.

So is the route closed?

Not as a matter of Iraqi law. Whether it is open in practice depends on sanctions exposure and on whether a bank, a correspondent and a counterparty will carry the transaction. That is fact-specific and needs counsel.

Would a company in a third country solve it?

No. Iraq requires the ownership structure to be disclosed up the chain, the Ministry of Interior clears every foreign shareholder, and screening is applied to what the documents show.

Does the Kurdistan Region help?

It changes the ownership rule, permitting full foreign ownership of licensed projects. It does not change the banking chain or the sanctions screening that follows the transaction.

What about the official dollar channel?

Access requires a valid Iraqi tax identification number, trade documentation verified through the Iraqi embassy in the exporting country, and transaction-level screening. A company outside that channel pays a permanent premium on currency.

Is there an Iraqi tax on taking profits out?

No. Iraq does not tax the dividend again in the shareholder's hands. The constraint on repatriation is the currency channel and the screening around it.

Who should I speak to?

Sanctions counsel first, on your actual ownership and payment chain. The Iraqi company formation question is straightforward once that is answered, and irrelevant if it is not.

Sources

The sequence of events around West Qurna-2 comes from energy press reporting: UK and US sanctions on Lukoil in October 2025, Lukoil's declaration of force majeure on the contract, Iraq's decision in January 2026 to take control of field operations, and an amicable settlement approved in February 2026 transferring operations to Basra Oil Company and covering outstanding invoices and foreign personnel. Field production of around 460,000 barrels per day and Lukoil's 75% stake are as reported. Iraqi law does not impose a nationality bar on Russian investors; what changes the practical position is sanctions exposure at the banking and counterparty level, which is fact-specific and moves quickly. Nothing here is a determination about any person or transaction, and nothing here describes a way around a sanctions restriction. Anyone in this position needs sanctions counsel on their actual facts. This is not legal advice.

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