The Kurdistan Region applies Iraqi Companies Law No. 21 of 1997, as amended by CPA Order No. 64 of 2004. The forms are therefore the Iraqi ones. What differs is which of them works in the Region, and under what conditions.
Most guidance describes the four forms and stops. The choice is rarely made on the description. It is made on three questions that are specific to the Region.
The four forms at a glance
| Form | Who uses it | Minimum capital |
|---|---|---|
| Limited liability company (LLC) | Most foreign investors entering the Region | IQD 1,000,000, fully paid before registration |
| Joint stock company (JSC) | Larger ventures, or where shares are offered publicly | IQD 2,000,000, per practitioners |
| Branch of a foreign company | An existing foreign business trading directly | No stated minimum |
| Representative office | Liaison, market research, promotion only | No stated minimum |
Joint liability companies and sole proprietorships also exist under the same law and are rarely used by foreign investors.
The three questions that actually decide
Shareholder counts and capital thresholds are the last thing to look at, not the first. These come first.
- 1Do you need to trade in federal Iraq as well?If yes, a Kurdish entity is not enough on its own. You need a federal entry too
- 2Will the entity hold real property in the Region?If yes, an LLC. A branch is reported not to be able to hold real property
- 3Is your foreign parent company over one year old?If no, both the branch route and a corporate shareholding in an LLC are reported to be closed
- 4Is the activity banking, financial investment or insurance?If yes, an LLC is reported to be excluded. Take specialist advice
- 5Otherwise: LLCThe default for a foreign investor who wants full ownership of a Kurdish entity
Question one: a Kurdish entity is reported not to trade in federal Iraq
This is the constraint that catches people, and it is the reason the Kurdistan question is a market question rather than a convenience question.
A company registered in the Region operates in the Region. Regional business sources state plainly that neither an LLC nor a branch registered in the Region can operate in federal Iraq.
The same boundary appears in the investment regime, where it is better documented. A licence issued by the Kurdistan Board of Investment is valid in the three governorates of Erbil, Sulaymaniyah and Duhok and does not automatically extend to federal Iraqi territory. A federal licence does not confer regional benefits.
What this means in practice. If your customers are in Basra and Baghdad as well as Erbil, you are looking at two entries and two regimes, not one. The federal side is set out in Iraq company types.
Question two: only an LLC is reported to hold real property
A branch has no separate legal personality. Its parent bears full liability for it, and regional sources report that it cannot hold real property in the Region while an LLC can.
That matters more in the Kurdistan Region than elsewhere, because foreign land ownership is permitted here under Investment Law No. 4 of 2006 and is not permitted on the same terms in federal Iraq. Choosing a branch gives up an advantage the Region specifically offers.
Question three: your parent company needs a year behind it
Two reported requirements sit on the same rule, and both are easy to trip over when a group creates a fresh holding company for the entry:
- A foreign parent registering a branch must have been incorporated for more than one year.
- A foreign company taking shares in a Kurdish LLC must also have been incorporated for more than one year.
If the intended shareholder is a new vehicle, the entry needs restructuring before it starts, not after the file is rejected.
The LLC in the Kurdistan Region
The default choice, and the one that carries the ownership advantage the Region is known for.
| Feature | Position |
|---|---|
| Foreign ownership | Up to 100%, against 49% in federal Iraq |
| Maximum shareholders | 25, individuals or legal entities |
| Minimum shareholders | Disputed, see below |
| Capital | IQD 1,000,000, fully paid, bank certificate required |
| Capital, oil services | IQD 2,000,000,000 |
| Share nominal value | One Iraqi dinar per share |
The disagreement on the minimum number of shareholders
Sources do not agree, and the difference decides whether a single founder can proceed alone.
| Position | Who states it |
|---|---|
| Two shareholders minimum, 25 maximum | The majority of practitioner guides, restating the pre-2004 rule |
| One shareholder is sufficient, no minimum | The Iraq Britain Business Council, citing the law as amended by CPA Order No. 64 of 2004 |
The amendment of 2004 is the more recent instrument and the IBBC reading follows it. The wider practice still repeats the older figure. If you intend to hold the company alone, confirm this point with the Erbil registrar or a Kurdish lawyer before drafting, because a rejected file costs weeks.
What an LLC is reported not to be able to do
- Banking, which sits under Central Bank of Iraq licensing.
- Financial investment activities.
- Insurance.
- Trading in federal Iraq, per question one above.
What an LLC must do every year
Two general assembly meetings per year, plus the audit and filing obligations covered in Kurdistan company compliance.
The branch, which is easier here than anywhere else in Iraq
This is the sharpest single difference between the Region and federal Iraq, and it is worth stating precisely.
| Kurdistan Region | Federal Iraq | |
|---|---|---|
| Government contract required to register a branch | No | Generally yes, or a contract with a prime contractor to the state |
| Registration timeline | 10 to 12 business days | 1 to 2 months |
| Can hold real property | Reported as no | No |
| Separate legal personality | No, in both | |
| Parent company age | Over one year | Over one year |
In federal Iraq the branch is a route reserved for companies that have already won work. In the Region the Companies Registrar in Erbil does not impose that condition, which makes the branch a genuine entry option rather than a consequence of a contract.
Of the three figures below, the capital gap between an ordinary LLC and an oil services LLC is the one most often missed, and it is a factor of two thousand.
The representative office
Permitted, and narrower than most people expect.
- Liaison, market research and promotion only.
- No revenue-generating activity of any kind in the Region.
- No invoicing, which means no contract can be performed through it.
- Useful for a genuine pre-entry phase, and a dead end if you intend to trade within the year.
If the plan is to test the market for six months and then sell, register the LLC now. Converting a representative office is not a conversion, it is a second registration.
The appointments the form does not tell you about
Whatever form you choose, the file requires people, and two of them cannot be yours.
| Appointment | Requirement |
|---|---|
| Managing director | May be a foreign national, but must reside in the Region |
| Authorized manager, legal agent, authorized employee | All must reside in the Region and appear before the Registrar |
| Statutory accountant | Reported to require Iraqi nationality |
| Statutory lawyer | Reported to require Iraqi nationality |
| Additional clearances | Required to appoint a foreign national as manager of a foreign-owned LLC |
The accountant and the lawyer are not optional and they are not one-off. They are a recurring cost from the day of registration, and they belong in the budget rather than in a footnote. Priced in Kurdistan company registration cost.
Which form, by situation
- You want full ownership and a normal trading company. LLC.
- You have an established foreign company and no need for local property. Branch, and note it registers faster.
- You will buy or build premises in the Region. LLC, because the branch route is reported to close that door.
- Your parent company was incorporated this year. Neither branch nor corporate shareholding. Restructure first.
- You need to serve Baghdad and Basra too. A Kurdish entity plus a federal entry, treated as two projects.
- You are only scouting. Representative office, with a firm date to convert.
- You are not yet sure the Region fits at all. That is a prior question, answered in why invest in the Kurdistan Region.
The bottom line
For most foreign founders the answer is an LLC, and the interesting decisions are the ones underneath the form: whether your parent company is old enough to hold the shares, whether you will need property, and whether your market is the Region or the country.
The branch deserves a second look here specifically, because the Region drops the government contract condition that makes it impractical in federal Iraq. And the representative office deserves less attention than it usually gets, because it cannot earn.
Confirm the shareholder minimum and the nationality requirements locally before the file is drafted. Both are stated two ways in published guidance, and both are cheap to check and expensive to get wrong.
Frequently asked questions
What is the most common company type in the Kurdistan Region?
The limited liability company. It permits up to 100% foreign ownership, requires IQD 1,000,000 of fully paid capital, and can hold real property in the Region, which a branch is reported not to be able to do.
Can one person own a Kurdistan LLC alone?
Sources disagree. Most practitioner guides state a minimum of two shareholders, while the Iraq Britain Business Council states there is no minimum following CPA Order No. 64 of 2004. Confirm with the Erbil registrar before drafting if you intend to hold the company alone.
How much capital does a Kurdistan company need?
IQD 1,000,000 for an LLC, roughly USD 850, fully paid before registration with a bank certificate. An LLC in oil services requires IQD 2,000,000,000. A joint stock company is put at IQD 2,000,000 by practitioners.
Can a Kurdistan company trade in federal Iraq?
Regional sources report that it cannot, and the same territorial boundary applies to Board of Investment licences, which cover Erbil, Sulaymaniyah and Duhok only. Serving both markets means two entries.
Do I need a government contract to open a branch in the Kurdistan Region?
No. This is the clearest difference from federal Iraq, where a branch generally requires a government contract or a contract with a prime contractor to the state. The Erbil registrar does not impose that condition.
Can a branch own property in the Kurdistan Region?
Reported as no, while an LLC can. Since the Region permits foreign land ownership under Investment Law No. 4 of 2006, choosing a branch gives up an advantage specific to the Region.
Can a representative office invoice clients?
No. It is limited to liaison, market research and promotion, and cannot engage in revenue-generating activity. If you intend to trade within the year, register an LLC instead.
Does my parent company need to be a certain age?
It is reported that a foreign parent must have been incorporated for more than one year to register a branch, and the same requirement is reported for a foreign company taking shares in a Kurdish LLC. A newly created holding vehicle would fail both.
Must the company appoint Iraqi professionals?
The statutory accountant and lawyer are reported to require Iraqi nationality. The managing director may be a foreign national but must reside in the Region, and appointing a foreign manager of a foreign-owned LLC requires additional clearances.
Which form registers fastest?
A branch, at 10 to 12 business days, against 15 to 20 for an LLC. Both sit inside the two to four week practical range for the Region, well below the federal timeline.
Sources
- Iraq Britain Business Council: entity types under Companies Law No. 21 of 1997 as amended by CPA Order No. 64 of 2004
- KRG eRegulations portal: the separate procedures for local companies, foreign companies and representatives
- Consulate General of the Czech Republic in Erbil: branch and representation office documents and residency requirements
- US Department of State, Iraq Investment Climate Statement 2025: the January 2022 IKR Companies Law amendment
The Kurdistan Region applies Iraqi Companies Law No. 21 of 1997 as amended by CPA Order No. 64 of 2004, so the forms themselves are the federal ones and the differences are regional and procedural. The IQD 1,000,000 LLC capital minimum is agreed across every source consulted. Capital minimums for partnerships and joint stock companies are stated differently by the KRG eRegulations fee schedule and by practitioners, and both figures appear below rather than one being chosen. The restrictions on a Kurdish entity trading in federal Iraq, on parent company age, on Iraqi nationality for the statutory accountant and lawyer, and on branches holding real property are reported by regional business sources rather than by a text of law obtainable at the time of writing, and each should be confirmed with a Kurdish lawyer before it determines a structure. This is not legal or tax advice.
