By John Lee.
The US State Department issued its 2024 Investment Climate Statement for Iraq earlier this year.
The report covers the following key areas:
- Openness To, and Restrictions Upon, Foreign Investment
- Bilateral Investment and Taxation Treaties
- Legal Regime
- Industrial Policies
- Protection of Property Rights
- Financial Sector
- State-Owned Enterprises
- Responsible Business Conduct
- Corruption
- Political and Security Environment
- Labor Policies and Practices
- U.S. International Development Finance Corporation (DFC) and Other Investment Insurance or Development Finance Programs
- Foreign Direct Investment Statistics
- Contacts
Full text of the State Department report:
EXECUTIVE SUMMARY
STRONG GROWTH: Iraq is building apartment towers and new shopping malls, upgrading airports and ports, planning new roads, modernizing its agriculture, and striving to strengthen trade ties with neighbors and the west. Iraqis seek American and western consumer goods. Prime Minister Mohammed Shiaa al-Sudani, in office since late 2022, takes a hands-on involvement in reiterating that his country is ready to do business. Trade and investment were the centerpieces of Sudani's official visit to the White House in April 2024.
The Iraqi constitution grants the Iraqi Kurdistan Region (IKR) semi-autonomous rights, and IKR often serves as a starting location for U.S. businesses in Iraq. Among the IKR's commercial attractions is foreign companies may keep 100% ownership, whereas in federal Iraq, foreign ownership is limited to 49%. Neighboring countries figure strongly in Iraq's trade, with Turkiye and Iran at the top, along with China.
ECONOMY: The Government of Iraq (GOI) steers Iraq's economy, a legacy of decades of communist and autocratic decision-making, which to this day manifests itself in bloated ministries directing three-quarters of the economy. Oil exports serve as the foundation of Iraq's GDP. Iraq's GDP grew 7% in 2022, shrunk 2% in 2023, and is expected to grow moderately in 2024; headline inflation was 4.4% in 2022 and 4.0% in 2023 (all IMF data). Much of the non-state, non-oil economy is informal, cash-based, and vibrant. Investors will find opportunities from one extreme to the other: massive energy deals with ministries and importing brands to Iraqi kitchens.
SECURITY: Some militia groups mobilized in the fight against ISIS remain deployed, under only nominal GOI control, and influenced by Iran - as demonstrated by frequent attacks on Coalition and U.S. government installations October 2023 - February 2024. Notably, such violence did not target American businesses in Iraq, nor are U.S. businesses particularly targeted by criminal groups for being American. Militia groups were implicated in criminal activities, ranging from extortion to destruction of internet infrastructure to bombing energy infrastructure.
DUE DILIGENCE: Investors should complete due diligence on Iraqi partners before entering commitments. Iraq is an honor culture where relationships matter, but its courts are ill-equipped to sort out more dishonorable commercial issues that might arise between businesses. Iraq took a positive step in 2024 by signing the UN Singapore Convention on commercial mediation.
Companies could face long delays in getting paid if projects are tied to the federal Iraq budget, especially from GOI entities.
Difficulties with corruption, business registration, customs, taxes, selective application of regulations, dispute resolution, electricity shortages, and access to financing are common complaints for local and foreign companies in Iraq.
OPPORTUNITY: Despite these challenges, the Iraqi market offers potential for U.S. exporters. Iraq regularly imports U.S. rice and other agricultural commodities, machinery, consumer goods, aircraft, and defense articles. Iraq imported $950 million in goods from the United States in 2022 (most recent year available). Government contracts and tenders continued as the source of most commercial opportunities in all sectors. The GOI closed a giant $27 billion energy sector deal with France's TotalEnergies in 2023. Other deals were in the works that could help Iraq produce additional gigawatts of electricity through improved efficiency, new natural gas-fired plants, and - once the electrical grid is modernized - solar.
Tenders for two mega-projects are expected at the end of 2024: rehabilitating Baghdad's International Airport and building a north-south corridor of rail and roadways (the "Development Road"). Resolution of an oil dispute between the GOI and the IKR could also encourage additional hydrocarbon investment in the IKR.
IRAQI KURDISTAN REGION: While investors in the semi-autonomous IKR face many of the same challenges as investors elsewhere in Iraq, the IKR's friendlier investment climate (as noted, allowing 100% foreign ownership of a business) and a more commercial-friendly legal framework appeal to many U.S. firms and franchises.
Yet, concerns also abounded in the IKR: disputes with the central government over oil revenues and the Iraq-Turkiye Pipeline, tensions between the IKR's main political factions, domination of the economy by politically powerful families, significant non-payment or delays to foreign companies on government contracts, and reduced consumer demand when government salary payments are missed or delayed. Iran and Iran-aligned militia groups carried out dozens of missile attacks and drone strikes in the region, including lethal ones in Erbil and Khor Mor gas field in January and April 2024. Turkiye also routinely bombed alleged terror targets in IKR, though this activity infrequently affects international companies.
Trade data resources in addition to Table 1 Key Business Metrics and Rankings include:
- https://oec.world/en/profile/country/irq
- https://wits.worldbank.org/CountryProfile/en/IRQ#:~:text=Iraq%20had%20a%20total%20export,is%20222%2C434%2C137%2C055.84%20in%20current%20US%24 .
| Measure | Year | Index/Rank | Website Address |
|---|---|---|---|
| TI Corruption Perceptions Index | 2023 | 154 of 180 | https://www.transparency.org/en/cpi/2023 |
| Global Innovation Index | N/A | N/A | https://www.wipo.int/global_innovation_index/en/2023/ |
| U.S. FDI in partner country ($M USD, historical stock positions) | N/A | N/A | https://apps.bea.gov/international/factsheet/ |
| World Bank GNI per capita | N/A | N/A | http://data.worldbank.org/indicator/NY.GNP.PCAP.CD |
1. Openness To, and Restrictions Upon, Foreign Investment
Policies Towards Foreign Direct Investment (FDI)
The GOI has repeatedly stated its desire to attract foreign investment to strengthen local industries but has yet to follow through reforming the processes and regulations that hinder investment. Iraq administers foreign direct investments (FDI) under its National Investment Law (2006, amended in December 2015). The law governs land ownership (generally a decades-long lease but not outright ownership), allows investors to take returns and capital out of Iraq, permits trading in the Iraqi stock market, guarantees non-confiscation of the business/assets, and provides certain temporary tax exemptions.
Foreign ownership of a company cannot exceed 49% in federal Iraq. The Investment Law imposes additional constraints on foreign direct and indirect ownership of most natural resources, particularly in the extraction and processing sectors. However, it does permit foreign ownership of land for residential purposes and shared ownership of land for industrial projects, provided that an Iraqi partner is involved.
Banks have historically offered few financial services, and many smaller banks have only acted as currency exchange houses, but the industry is beginning to change in Iraq (including in IKR). Bank financing of projects is still rare. Few home buyers can get a mortgage loan. Collateral requirements for loans are generally daunting. On a more positive note, countries in the region have begun opening banks in Iraq, and a number of those have correspondent relationships with U.S. banks. Of Iraq's 78 bank companies, about three-quarters are private and about a quarter are Iraqi state-owned banks (SOBs) - with the Trade Bank of Iraq being a SOB designed for international trade. The SOBs hold about 90% of all assets. Finally, most Iraqis remain distrustful of banks and try to hold savings outside of banks and conduct most transactions in cash. Recently, the GOI has been exploring multi-year financing options (such as with EXIM Bank and the U.S. Development Finance Corporation) to pay for large-scale development projects - a change from its general practice of funding investments entirely from current annual budget outlays. Given this backdrop, GOI looks favorably on companies that provide financing for deals.
The GOI reserves the right to screen FDI, a process that seems somewhat vague and not used to block foreign investments. Still, bureaucratic barriers to FDI, such as a requirement to place a significant portion of the capital investment in an Iraqi bank prior to receiving a license, remain significant.
The GOI established the National Investment Commission (NIC) in 2007, along with its provincial counterparts, the Provincial Investment Commissions (PICs), as provided under the Investment Law 13 (2006). This cabinet-level organization provides policy recommendations to the Prime Minister and support to current and potential investors in Iraq. The NIC's " One Stop Shop " https://investpromo.gov.iq/one-stop-shop/ is useful in guiding investors through the investment process.
The IKR operates under a different 2006 investment law and implements regulations that in some cases provide to foreign investors incentives, full property ownership, capital repatriation, and 10-year tax holidays. The IKR Board of Investment (KBOI) has responsibility for licensing and promoting investment in strategic sectors, including agriculture, manufacturing, and tourism. The KBOI's Foreign Direct Investment Unit helps foreign investors navigate the Kurdistan Regional Government's (KRG's) bureaucracy and resolve problems.
Limits on Foreign Control and Right to Private Ownership and Establishment
The GOI generally favors state-owned enterprises (SOEs) and state-controlled banks in competitions for government tenders and investment. This preference discriminates against both foreign and private local investors. Political leaders speak of the need for private sector growth, even as they jealously protect (and expand) the swollen payrolls of SOEs.
Iraqi law caps foreign business ownership at 49%. The 2022 IKR Companies law allows 100% foreign business and property ownership (for companies registered in IKR), including of factories and industrial facilities.
Special Issues Relating to the Hydrocarbons Sector
Energy-rich Iraq produces over four million barrels of oil a day but purchases natural gas and electricity from neighbors. Natural gas associated with oil production in Iraq is flared (burned) due to the lack of investment to capture the gas. This is changing. GOI plans to capture most of that flared gas to produce over 17 gigawatts (GW) of electricity by 2030, part of its plan for energy independence. In 2023, GOI signed a $27 billion deal with French company TotalEnergies to produce oil, 600 million standard cubic feet per day (mmscf/d) of gas, and 1 GW of solar energy. Other international energy companies have won licenses to develop 100 mmscf/d of gas in Diyala province as well as other southern Iraq provinces.
Some major international oil companies (IOCs) in Iraq have left, and others will once their contracts end. Part of the reason is the poor investment environment in an oil and gas sector that uses technical service contracts (TSCs) that limit profits for IOCs. Profit sharing agreements (PSAs) hold the promise of better profits for IOCs, and the Ministry of Oil has begun offering these terms in its fifth, fifth-plus, and sixth oil and gas bid rounds. This improves the investment climate for oil and gas and is a positive signal for the overall investment climate.
The 2007 IKR Oil and Gas Law allowed production sharing contracts (PSCs) on IKR reserves estimated at 45 billion barrels of oil and 25 trillion scf of natural gas. IOCs, including U.S. firms, invested tens of billions of dollars, and the IKR has at times produced 10% of Iraq's oil. In 2022, the Iraqi Federal Supreme Court (FSC) declared the 2007 IKR Oil and Gas Law unconstitutional, ruling that all oil exports fall under federal control. This upended existing oil contracts and brought uncertainty to the sector. Then in March 2023, the ICC ICA determined Turkiye was in violation of a bilateral treaty with Iraq in the contractual use of the Iraq-Turkiye pipeline, and Turkiye shut down the pipeline - and it remains closed as of this publication date. IOCs continue to operate by selling at lower prices within the domestic IKR market. Despite these challenges, there likely remain opportunities for international energy investment in the IKR, particularly for the development of natural gas.
Other Investment Policy Reviews
In the past three years, the GOI has not conducted any investment policy reviews through the Organization for Economic Cooperation and Development (OECD), the World Trade Organization (WTO), or the UN Conference on Trade and Development (UNCTAD).
Business Facilitation
Foreign investors interested in establishing an office in Iraq or bidding on a public tender are required to register as foreign businesses with the Ministry of Trade's (MOT) Companies Registration Department. The costs and time to obtain a business license can be found at https://business.mot.gov.iq . Many international companies use a local agent to assist in this process due to its complexity. Iraq did not sign the WTO Investment Facilitation for Development Agreement as Iraq is still an observer member with the WTO.
Procedures to obtain investment licenses from the NIC can be found at: https://baghdad.eregulations.org/procedure/60?l=en and https://baghdad.eregulations.org/procedure/51/step/230?l=en®=0 .
IKR business registration is an option for companies doing business only in the IKR (however, companies operating in both the IKR and federal Iraq must register in both locations). Business registration is under the jurisdiction of IKR's Ministry of Trade / Offices of Company Registration in Erbil, Duhok, Halabja, and Sulaymaniya. Registration costs US$3,000-6,000. The ministry plans to simplify the process with a "single window" as was done in federal Iraq, though this has not been implemented yet.
National and provincial investment commissions (NIC and PICs at http://investpromo.gov.iq/ ) and the Kurdistan Board of Investment (KBOI at https://gov.krd/boi-en/ ) provide information to businesses of all sizes and advise on contracts, registration, work permits, visa approval letters, and customs procedures. However, these investment offices cannot always resolve bureaucratic quandaries with other government offices. KBOI prioritizes business in the tourism, manufacturing, and agriculture industries. It gives less priority to approving licenses in markets recently saturated with applicants, such as retail stores and residential real estate.
Outward Investment
Iraq does not restrict domestic investors from investing abroad.
2. Bilateral Investment and Taxation Treaties
In 2015, Iraq joined the Washington Agreement to settle investment disputes between countries and citizens of other countries. Since 2012, Iraq has had an Investment Incentives Agreement with the United States.
The 2008 U.S.-Iraq Strategic Framework Agreement (SFA) includes provisions for addressing trade and investment issues through bilateral mechanisms. One mechanism, the Trade and Investment Framework Agreement (TIFA), came into effect in 2013 and met for the first time in Washington in 2014 and again in 2019 (trying to streamline visa processes, customs procedures, and taxation) and May 2024.
Iraq is a signatory to investor protection agreements or MOUs with 35 bilateral partners and nine multilateral groups - the Arab League, Afghanistan, Armenia, Bangladesh, France, Germany, India, Iran, Japan, Jordan, Kuwait, Mauritania, the Republic of Korea, Sri Lanka, Syria, Tunisia, Turkiye, the United Kingdom, Vietnam, and Yemen.
Iraq had bilateral investment treaties (BITs) with Armenia, France, Germany, Japan, Jordan, and Kuwait. Around 2022, due to unfavorable trade flows, GOI paused most BITs for five years. Currently only the BITs with Japan and Kuwait are in force. Iraq's investment agreements include general provisions on promoting and protecting investments, including clauses on profit repatriation, access to arbitration and dispute settlements, fair expropriation rules, and compensation for losses. The GOI's ability and willingness to enforce such provisions is unclear.
U.S. companies raise significant concerns about the Ministry of Finance's (MOF's) General Commission for Taxes (GCT) and the "deemed tax" method to calculate corporate taxes, which applies a standard deduction to every company, regardless of the firm's profits. U.S. investors also complain about the application of the social tax, equivalent to 5% of employees' pay and a 12% employer contribution, to third country national employees who cannot legally receive Iraqi health and pension benefits.
3. Legal Regime
Transparency of the Regulatory System
Iraq's overall regulatory environment remains opaque, and the Investment Law does not establish full legal clarity governing investment or bidding on government contracts. IKR procurement reform measures, ongoing since 2016, have had little effect. Iraq's commercial and civil laws fall short of international norms.
The GOI's rulemaking process, including on commercial activity and investments, can be opaque and lends itself to arbitrary application. To illustrate, while ministries must publish regulations imposing duties on citizens or businesses in the official government gazette, internal ministerial regulations have no such requirement. This allows officials to create requirements and procedures - and burdens - with little oversight. Furthermore, the lack of regulatory coordination between national and provincial authorities can result in conflicting regulations. In addition, accounting and legal procedures are opaque and inconsistent and generally do not meet international standards. Draft bills, including investment laws, are not available for public comment. The promulgation of new regulations with little advance notice and requirements related to investment guarantees have also slowed projects.
The GOI encourages private sector associations, but these associations are generally not influential because Iraqi SOEs dominate the economy. In the IKR, private sector associations have some influence, and many, such as the contractors' union, actively advocate with the government. However, unions (or "syndicates") can act as barriers to foreign entry into markets.
The published federal budget shows top-line funding and debt obligations for all GOI ministries and state-owned enterprises. However, details of ministry and SOE spending and debt is not publicly available. Post is unaware of significant off-budget accounts.
Businesses operating in the IKR report similar challenges, including demands for bribes for regulatory approvals; unclear or unevenly enforced regulations; difficulty and delays in obtaining government services, including electricity water supply and gas connections; opaque or corrupt enforcement related to the importation of goods at border points or between IKR provinces; and a generally heavy bureaucratic burden that raises the cost of doing business. The KRG has made some progress digitizing government services, including customs services and online business registration, which may reduce these challenges. Some investors in the IKR also raise concerns over a perception - widely shared by the IKR public - that one must have political connections and an inside track to succeed in business.
International Regulatory Considerations
In March 2024, Iraq earned membership in the European Bank for Reconstruction and Development (EBRD), enabling Iraq to access EBRD credits to finance infrastructure projects and development. For WTO accession, Iraq must make substantial (and verifiable) regulatory reforms to meet international standards. The Sudani government has made WTO accession a priority.
Legal System and Judicial Independence
Iraq operates under a civil law system. Its commercial legal framework and courts lack sophistication compared to international norms, this amid growing foreign trade and more commercial disputes. Corruption is a significant challenge due to inconsistent and ineffective prosecution of unlawful gains. But there is positive change. Iraq has ratified the New York Convention (Recognition and Enforcement of Foreign Arbitral Awards), and organizations, such as CLDP and UNDP, have conducted training programs to educate judges on this matter. Iraq has enacted laws to implement international arbitration procedures. In 2024, Iraq signed the Singapore Convention on mediation and alternative dispute resolution, another positive sign of the country's desire for international investment.
Laws and Regulations on Foreign Direct Investment
Information on FDI in Iraq can be found in " A Legal Guide to Investment in Iraq ." http://cldp.doc.gov/programs/cldp-in-action/details/1551 .
Competition and Anti-Trust Laws
Many industries are dominated by SOEs, limiting competition. Iraq's Competition Law and a Consumer Protection Law date from 2010, and the legislature has amended laws to promote competition - but the commissions authorized by these laws to carry out such work have never been formed. Meanwhile, the national and provincial investment commissions seek to facilitate more entrants into the marketplace.
Expropriation and Compensation
Expropriations are not a current concern of companies in Iraq or IKR, and we are not aware of recent commercial cases of confiscations. In cases where the government awards land to a company, it does so with significant requirements. If a company does leave land unused or seeks alternate use, the government can confiscate the land.
Timely compensation, however, is a larger problem. Both governments - for an array of complex reasons - are often late paying bills, both to foreign and domestic companies. Companies should structure their contracts to have leverage (future shipments or work) to get partial and periodic payments. Some foreign firms have had success finding deep-pocketed Iraqi companies to serve as middlemen - paying the foreign firm quickly, even as the Iraqi firm waits months for its payment from the government ministry.
The Iraqi constitution prohibits expropriation, except for public benefit and with just compensation. Article 9 of the Iraqi Investment Law further develops this idea, and Iraq's Commercial Court has jurisdiction. Article 17 of the IKR investment law outlines an investor's arbitration rights, which fall under the civil court system, as the IKR lacks a commercial court system. In recent years, there have not been any government actions or shifts in government policy that would indicate possible expropriations in the foreseeable future.
Dispute Settlement
ICSID Convention and New York Convention
Iraq has been party to the International Convention on the Settlement of Investment Disputes between States and Nations of Other States (ICSID) since 2015. Iraq joined the Investor-State Dispute Settlement (ISDS) process agreement in 2017.
The Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958 New York Convention) entered into force for Iraq in 2022.
Investor-State Dispute Settlement
Iraq's first commercial court - a court of specialized jurisdiction for disputes involving foreign investors - dates from 2010. In the IKR, the civil court system handles commercial disputes.
International Commercial Arbitration and Foreign Courts
Iraq is a signatory to the League of Arab States Convention on Commercial Arbitration (1987) and the Riyadh Convention on Judicial Cooperation (1983).
Bankruptcy Regulations
Iraq ranked 168 of 190 economies in the Resolving Insolvency category of the World Bank's 2020 Doing Business Report.
Under Iraq's Companies Law, an Iraqi debtor may file for bankruptcy, and an Iraqi creditor may file for liquidation of the debtor - though reaching a resolution is not easy. Bankruptcy is not criminalized. The IKR has no independent laws for bankruptcies, and civil courts adjudicate bankruptcy claims with Iraqi Commercial Law 49 of 1970 (article 715-729).
4. Industrial Policies
Investment Incentives
As is the case anywhere, investors may wish to seek competent tax advice from a private accountant and attorney.
The Iraqi Investment Law offers foreign investors several exemptions for qualified investments, including a 10-year exemption from taxes, exemptions from import duties for necessary equipment and materials, and exemption from taxes and fees for primary materials.
The law allows investors to repatriate capital invested in Iraq and profits. Foreign investors can trade on the Iraqi Stock Exchange. Hotels, tourist institutions, hospitals, health institutions, schools, and colleges enjoy additional exemptions from duties and taxes for the import of furniture, tools, equipment, machinery, and means of transportation. Foreign companies that sell goods or services to any entity in Iraq may be subject to Iraqi taxes.
Foreign and domestic companies may have tax-exempt profits if their project is with the GOI and the project is listed in the National Investment Plan, which the Ministry of Planning prepares annually. The GOI ministries overseeing investment projects provide updates to the list of investment contracts to the Ministry of Finance, including its tax commission, also known as the General Commission for Taxes (GCT). Foreign and domestic companies that have registered businesses to execute contracts outside the national investment plan do not receive tax exemptions. Companies have reported difficulties obtaining favorable tax treatment after deals are struck. However, in some cases, GOI entities have negotiated partial or short-term tax exemptions for companies as part of a project contract. These investment incentives apply to both domestic and foreign investors.
Oil projects with the Ministry of Oil receive scrutiny from the PM's cabinet (Council of Ministers, or COM), and the contract language supersedes the normal tax code. Secondary contracts that a consortium issues are treated differently. The consortium is required to withhold 7% from secondary contracts for remittance to the GOI. Companies pay a 15% tax on profits; "petroleum activities" companies - open to some interpretation - pay a 35% tax on profits.
Foreign Trade Zones/Free Ports/Trade Facilitation
Free Trade Zones (FZs) are permitted under Iraqi law per Free Zone Authority Law No. 3/1998, for industrial, commercial, and service projects. The MOF's Free Zone Commission administers the law but lacks a specific mandate to develop the FZs. Under the law, capital, profits, and investment income from projects in an FZ are exempt from all taxes and fees throughout the life of the project. Goods entering Iraq's market from FZs are subject to normal import tariffs; no duty is levied on exports from FZs. Activities permitted in FZs include industrial activities such as assembly, installation, sorting, and refilling processes; storage, re-export, and trading operations; service and storage projects and transport of all kinds; banking, insurance, and reinsurance activities; and supplementary and auxiliary professional and service activities.
The Ministry of Finance provides additional information at http://www.mof.gov.iq/pages/ar/FreeZonesInIraq.aspx . There are no FZs in the IKR, although the IKR government has approved plans for zones in all IKR provinces.
Performance and Data Localization Requirements
The Investment Law stipulates that foreign workers may be hired for investment projects, after priority has been given to Iraqi workers. At least 50% of an investment project's workers must be Iraqi nationals (and 75% in the IKR).
The GOI does not follow any forced localization policy that would mandate foreign investors use domestic content in their goods and technology. There are no requirements for IT providers to turn over source code and/or provide access to surveillance.
5. Protection of Property Rights
Real Property
Since 2009, Iraqi law has allowed foreigners to own land. The amended Investment Law expressly provides foreigners the right to own land for the purpose of developing residential real estate projects. It also allows foreign investors to own land for industrial projects if they have an Iraqi partner. Additionally, foreign investors are permitted to rent or lease land for up to 50 years, with an option to renew. The GOI approved implementing regulations in 2010 that allow investors to obtain land for residential housing projects free of charge on the condition that land value is excluded from the sales price. The land registration can be revoked if the domestic or foreign investor does not carry out the obligations of their agreement.
Mortgages and liens exist in Iraq, and there is a national record system. However, mortgages are not common. Iraq ranked 121 of 190 countries in the Registering Property index of the World Bank's 2020 Doing Business report.
For non-residential, commercial investment projects - including agriculture, services, tourism, commercial, and industrial projects - without an Iraqi partner, foreign investors can lease government land. The terms and duration of these leases vary by project type and the result of negotiations between the parties. Land for non-residential projects will be leased free of initial down payment, and compensation will be either a percentage of pre-tax revenue or a specified percentage of the "rent allowance" for the land. These smaller percentages of the "rent allowance" rate, ranging from one percent to 25 percent, amount to significant rent reductions for leased land.
In the IKR, foreign land ownership is allowed under Law Number 4 (2006). The KBOI initially awarded more than half of all investment licenses to housing projects, but that percentage has declined to 30% as of November 2021 in favor of priority sector development in agriculture, industry, and tourism. Delays in the transfer of land titles have sometimes slowed projects.
For Iraq, the Cape Town Convention included the Convention on International Guarantees over Mobile Equipment and its Protocol on Matters Concerning Aircraft Equipment, and the declaration supplementing them entered into force on May 1, 2023.
Intellectual Property Rights
Iraq does not appear in USTR's 2024 Special 301 Report List but is referenced several times in the first section of the Report for notable levels of piracy, formalities for filing IP documents, and extreme delays in processing trademark applications. In addition, one Iraq market was listed in USTR's 2023 Review of Notorious Markets for Counterfeiting and Piracy.
Legal systems that protect intellectual property (IP) rights in Iraq are inadequate, and infringement is common. Counterfeit products, including pharmaceutical products, are widespread in the Iraqi marketplace. According to a 2018 study (latest data available) by the Business Software Alliance on self-reported piracy, 85% of Iraq's software was unlicensed in 2017, consistent with the levels found in each survey since 2009.
Responsibility for IP rights enforcement is spread across various ministries. The Ministry of Culture handles copyrights. The Ministry of Industry and Minerals (MIM) houses the Trademarks Office. The Ministry of Trade manages commercial names. The Central Organization for Standardization and Quality Control, an agency under the Ministry of Planning (MOP), handles the patent registry and the industrial design registry. The MOP's patent registry office has occasionally included Arab League Israel Boycott questionnaires in the patent registry application, which U.S. companies are not allowed to complete under U.S. law. IP infringement cases are primarily heard in commercial courts, although infrequently transferred to criminal courts.
In 2018, the Council of Ministers (COM) Secretariat reviewed IP forms and processes for simplification. As a result, the patent application is now based on World Intellectual Property Organization (WIPO) standards. However, the application processes for all classes of IP protection favor domestic applicants through requirements for Iraqi-national agents and optional, but advantageous, in-person review committee meetings.
Iraq is a signatory to several international intellectual property conventions and to regional and bilateral arrangements, including: 1) the Paris Convention for the Protection of Industrial Property (1967 Act), ratified by Law No. 212 of 1975; 2) the WIPO Convention, ratified by Law No. 212 of 1975 (Iraq became an observer member of the WIPO in January 1976); 3) the Arab Agreement for the Protection of Copyrights, ratified by Law No. 41 of 1985; and 4) the Arab Intellectual Property Rights Treaty (Law No. 41 of 1985). Iraq's entry into the Patent Cooperation Treaty (PCT) became effective on May 1, 2022.
In 2023, the Iraqi PM Office, Communications and Media Commission, and the National Data Center launched formal and informal campaigns to urge ministries and government institutions to use software licensed from original manufacturers in their work and to avoid pirated copies and incorrect licensing.
In the IKR, the KRG Ministry of Culture has a mandate to enforce Iraq's national Copyright Law, but it does not actively do so, and copyright infringement occurs frequently. The Trademark Directorate of the KRG Ministry of Trade and Industry registers and monitors trademarks in the IKR according to Iraq's national Trademarks and Descriptions Law, but its enforcement capacity is also limited. The Directorate is generally responsive to specific requests of rights holders to protect their trademarks, for example, in stopping specific shipments of counterfeit or gray market goods from entering the IKR via border crossings.
A public list of available local lawyers can be obtained by emailing [email protected] .
For additional information about treaty obligations and points of contact at local IP offices, please see WIPO's country profiles at http://www.wipo.int/directory/en .
6. Financial Sector
Capital Markets and Portfolio Investment
Iraq has a stock market, and foreign investors may invest.
Credit is difficult to obtain and expensive. Iraq ranked 186 of 190 in on the Ease of Getting Credit in the World Bank's 2020 Doing Business Report. Although the lending volume of privately owned banks is growing, most privately owned banks do more wire transfers and other fee-based exchange services. Businesses are largely self-financed or funded "between individuals" private transactions. State-owned banks mainly make financial transfers from the government to provincial authorities or individuals, rather than business loans.
Money and Banking System
Iraq remains one of the most under-banked countries in the Middle East, cash transactions are prevalent, and much of the economy is dollarized. The GOI started a 2023 drive to wean the economy off USD. The government is aware of the challenges this imposes for business and is taking some initial corrective actions.
The Iraqi banking system includes around 70 private banks and six state-owned banks (SOBs), with most private banks historically acting as currency exchange houses and shying away from providing true depository banking services. The three largest banks in Iraq are SOBs Rafidain Bank, Rasheed Bank, and the Trade Bank of Iraq (TBI), which account for roughly 85% of Iraq's banking sector assets. However, many of these assets are non-performing state loans. Rafidain and Rasheed offer standard banking products but primarily provide pension and government salary payments to individuals. SOBs are bloated with large staffs and inefficient from outdated internal processes. To address these inefficiencies and the stifling impacts the large SOBs have in crowding out private sector participation, the GOI in 2024 contracted an internationally recognized consulting firm to develop plans to modernize and restructure Rafidain Bank. Though in its early stages, the financing sector reform project is a promising development suggesting the government is serious about banking reform.
For many years, Iraq's numerous private banks lacked opportunity, such as attaining correspondent relationships with international banks, because of the GOI's and public's over-reliance on state-owned banks, and private banks' money laundering and terror financing activities. Beginning in 2023, the Central Bank of Iraq (CBI) helped some Iraqi-based foreign banks establish international correspondent relationships by improving the compliance capacity of Iraq's financial system. In 2024, most Iraqi U.S. dollar trade finance transactions were conducted through these direct correspondent accounts. All private banks in the IKR, licensed by the CBI, most held correspondent relationships with banks throughout the Middle East, Europe, and Asia; however, no IKR-based bank had a direct U.S. correspondent banking relationship. A few federal Iraq SOBs have a small presence in the IKR.
Iraq's economy is traditionally cash based, with many banks acting as little more than exchange houses in a heavily U.S. dollarized economy. In 2023, in a broad effort to address corruption, money laundering, and a volatile informal market exchange rate, PM Sudani mandated that all government agencies and private businesses institute e-payment systems. While the six-month implementation timeline was too ambitious, government transformation is progressing, setting a leading example for private businesses to emulate. At this point, while measuring public adoption of e-payment remains services remains difficult, total deposits in Iraqi commercial banks rose by nearly 40% over the last two years, possibly signaling growing consumer trust in banking institutions. CBI publicizes a list of financial institutions banned from accessing US dollars through the Central Bank (https://cbi.iq/news/view/1565).
The Financial Action Task Force (FATF) conducted a Mutual Evaluations assessment of Iraq in 2023 on progress on FATF; its findings should be released in June 2024.
Foreign Exchange and Remittances
In November 2022, CBI implemented regulatory changes for international transfers allowing improved identification and prevention of suspicious USD transactions between Iraqi banks and foreign beneficiaries and seeking to bring Iraq's banking standards in line with international standards.
Through 2023, the spread between the official and the informal exchange rate increased. In February 2023, Iraq moved its official exchange rate of the Iraqi dinar (IQD) per U.S. dollar from 1,450 IQD/USD to 1,300.
On January 1, 2024, new regulations went into effect requiring all domestic commercial and
commercial-related transactions be executed in Iraqi dinar, except for travelers' funds, and that all transactions involving government contracts (except those opened with an external letter of credit) also be handled in IQD.
Remittance Policies
There have been no changes to Iraq's investment remittance policies during the reporting period.
Sovereign Wealth Funds
Iraq does not currently have a sovereign wealth fund.
7. State-Owned Enterprises
State-owned enterprises (SOEs) dominate most industry sectors in Iraq. GOI ministries currently own and operate over 192 SOEs, a decades-long legacy of communist and dictatorial central planning. GOI support of unprofitable, inefficient, and unproductive SOEs burdens the budget, crowding out many private startups. SOEs employ over half a million Iraqis, granting them job security, but risking economic and professional stagnation. Ministries, and their SOEs, are highly political.
Iraqi law lets SOEs partner with foreign companies. When a ministry seeks a partnership for its SOE, the tender may be listed on the ministry's website. Partnerships are negotiated on a case-by-case basis and require the minister's approval. SOEs must seek their ministry's approval for certain categories of financial decisions and operation expansions. Things are worse in practice - SOEs defer most decisions to the ministry. SOEs submit financial reports to their own ministry's audit departments and the Board of Supreme Audit. These reports are not published and sometimes exclude salary expenses.
The Ministry of Industry and Mining (MIM) oversees the largest number of SOEs and has the following requirements for partnerships: minimum duration of three years, the foreign company's registration of an office in Iraq, and the foreign company's participation in the production of goods. Foreign companies have faced challenges in partnerships because the GOI has, at times, cut subsidies to SOEs after partnerships were formed and due to conflicts between the parent ministry and the GOI's official policy. In addition, the MIM has often required that the foreign investor pay all SOE employees' salaries regardless of whether they are working on the agreed project.
The GOI gives preference to SOEs. A 2009 COM decision requires all Iraqi government agencies to procure goods from SOEs unless SOEs cannot meet quality and quantity requirements. A Board of Supreme Audit decision requires GOI to award SOEs tenders if their bids are no more than 10% higher than other bids. Furthermore, some GOI entities, including the MIM, have also issued their own internal regulations requiring tenders to select Iraqi SOEs, unless Iraqi SOEs state that they cannot fulfill the order. Sometimes a foreign firm must form a partnership with an Iraqi firm to fulfill SOE-promulgated tenders. Further, SOEs are exempt from the bid bond and performance bond requirements that private businesses are subject to.
Iraq is not a party to the Government Procurement Agreement within the framework of the WTO. SOEs do not adhere to OECD guidelines.
Iraqi law supports a degree of autonomy in the selection process of an SOE's board of directors. For example, it requires that a minister's sole appointment to a board of directors receive the approval of an "opinion board." Nevertheless, in practice, most board members have close personal and political connections to the ministry's leadership.
SOEs sell to the domestic market and bid in public tenders, in which government ministries are required to procure their goods and services regardless of their prices. However, SOEs do not compete in tenders for goods they do not produce domestically or internationally. Iraq's SOEs have no investments in the United States.
Privatization Program
The GOI repeatedly announces plans to reorganize failing SOEs across multiple sectors. There are, however, no concrete timelines for these initiatives, and entrenched patronage networks tying SOEs to ministries remain a stumbling block. The Iraqi Parliament (Council of Representatives) has yet to vote on a draft Public Private Partnership Law since 2023.
8. Responsible Business Conduct
The IOCs and U.S. businesses active in Iraq are required to observe international best practices in corporate social responsibility.
Iraq became a member of the Extractive Industries Transparency Initiative (EITI) in 2009 and provided required reports through 2013. In 2017, the EITI Board suspended Iraq's membership for lack of progress, but restored Iraq's membership in 2019 after Iraq provided the required information.
Additional Resources
Department of State
- Country Reports on Human Rights Practices ( https://www.state.gov/reports-bureau-of-democracy-human-rights-and-labor/country-reports-on-human-rights-practices/);
- Trafficking in Persons Report ( https://www.state.gov/trafficking-in-persons-report/).
- Guidance on Implementing the "UN Guiding Principles" for Transactions Linked to Foreign Government End-Users for Products or Services with Surveillance Capabilities ( https://www.state.gov/key-topics-bureau-of-democracy-human-rights-and-labor/due-diligence-guidance/) and;
Department of the Treasury
- OFAC Recent Actions ( https://home.treasury.gov/policy-issues/financial-sanctions/recent-actions )
Department of Labor
- Findings on the Worst Forms of Child Labor Report ( https://www.dol.gov/agencies/ilab/resources/reports/child-labor/findings ).
- List of Goods Produced by Child Labor or Forced Labor ( https://www.dol.gov/agencies/ilab/reports/child-labor/list-of-goods ).
- Sweat & Toil: Child Labor, Forced Labor, and Human Trafficking Around the World ( https://www.dol.gov/general/apps/ilab ) and;
- Comply Chain ( https://www.dol.gov/ilab/complychain/ ).
Climate
Water scarcity (as Iraq's major rivers originate in neighboring countries), water and soil salinization, and the disappearance of arable land are environmental concerns whose solutions require modern irrigation systems, infrastructure to capture flared natural gas, and (eventually) more solar energy.
Iraq ratified the Paris Agreement in 2021, pledging to voluntarily cut 1-2% in CO2-equivalent emissions from industry in its Nationally Determined Contribution (NDC). It endorsed the Global Methane Pledge. The GOI has initiated multiple gas capture projects with the goal of meeting Iraq's Nationally Determined Contribution to reduce natural gas flaring and increase energy efficiency. These gas projects, if fully implemented, will make Iraq energy independent and will help develop and diversify the economy.
Iraq enacted Protection and Improvement of the Environment Law No. 27 of 2009. Public procurement and construction regulation require environmental and pollution impact certifications. Iraq has not developed policies targeting particular commodities or supply chains as drivers of deforestation.
9. Corruption
Iraq ranked 154th of 180 in Transparency International's 2023 Corruption Perception Index. Public corruption is a major obstacle to economic development and political stability. It is pervasive in government procurement, the awarding of licenses or concessions, dispute settlement, and customs processing for imports and exports.
While large-scale investment opportunities exist in Iraq, public and private corruption remain a significant impediment to conducting business. Foreign investors can expect to contend with corruption in many forms, at all levels. While the GOI is trying to reduce procurement corruption in sectors such as electricity, oil, and gas, credible reports of corruption in government procurement remain widespread, with examples ranging from bribery and kickbacks to awards involving companies connected to political leaders. Investors may come under pressure to take on well-connected local partners to avoid systemic bureaucratic hurdles to doing business.
The GOI is beginning to address longstanding allegations of corruption involving large-scale problems with government payrolls, ranging from "ghost" employees and salary skimming; salaries are no longer paid in wads of cash, but rather to bank accounts ostensibly opened by a real person - and traceable.
Importing and exporting goods remains difficult, and bribery of or extortion by port officials is commonplace. Iraq ranked 181 of 190 economies in the Trading Across Borders index of the World Bank's 2020 Doing Business report.
U.S. firms frequently identify corruption resulting from Iraq's opaque business regulatory environment as a significant obstacle to FDI, particularly in government contracts and procurement, as well as performance requirements and bonds. U.S. companies are obligated to follow U.S. laws such as the Foreign Corrupt Practices Act (FCPA).
Several institutions have specific mandates to address corruption in Iraq. The Commission of Integrity (COI) is an independent government agency responsible for pursuing anti-corruption investigations, upholding the laws, and preventing crime. The COI investigates government corruption allegations and refers completed cases to the Iraqi judiciary. The KRG also independently operates a regional COI.
After an unsuccessful Inspector General program, the GOI attempted several anti-corruption initiatives from 2004-2022. However, anti-corruption oversight remains with the Board of Supreme Audit (BSA), established in 1927. BSA is an analogue to the U.S. Government's General Accountability Office. It is a financially and administratively independent body that derives its authority from Law 31 of 2011, the Law of the Board of Supreme Audit. It is charged with fiscal and regulatory oversight of all publicly funded bodies in Iraq and auditing all federal revenues, including any revenues received from the IKR.
The Kurdistan Board of Supreme Audit is responsible for auditing regional revenues with IKP and GOI oversight. The IKP established a regional commission and increased its jurisdiction in 2014 to include other branches of the KRG and money laundering.
Over the past year, the commission sent 134 cases to the courts for further investigation and prosecution. Over the past five years, the commission reported it had interrogated 72 senior KRG officials on corruption allegations, including several ministers, one IKP member, one governor, five mayors, and multiple directors general, advisors, and members of provincial councils. Between January and October 20, 2023, 40 individuals were convicted and sentenced for corruption crimes in the IKR. Since then, however, the commission has been idled due to squabbles between political parties, and criminal courts will again handle (or not) corruption cases directly.
Iraq is a party but not a signatory to the UN Anticorruption Convention. Iraq is not a party to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
Resources to Report Corruption
According to Iraqi law, any person or legal entity has the right to submit corruption-related complaints to the Commission for Integrity and the inspector general of a GOI ministry or body.
Commission for Integrity
Department of Complaints and Reports
Email: [email protected]
IKR Commission for Integrity Hotline
Email: [email protected] ;
Phone: (1015) or Korek: 0751 010 9767; AsiaCell: 0771 448 4040
10. Political and Security Environment
ISIS has maintained safe havens that allow its members to hide and train in some centers of the Syrian desert and some Iraqi governorates. Despite its territorial defeat, ISIS continues to conduct operations on a smaller scale, particularly in the north and west of Iraq, including rural areas with limited presence of the Iraqi Security Forces (ISF). ISF conducts counter-terrorism operations against ISIS cells throughout the country.
Iran-aligned militia groups (IAMGs) conducted over 170 attacks on Coalition bases and U.S. government facilities in 2023-2024. IAMGs have targeted Erbil Airport. Since 2022, Iran
has launched two ballistic missile attacks against homes of business leaders in the IKR. In April 2024, an IAMG attack killed four and suspended operations at the Khor Mor gas field, temporarily curtailing electricity generation in IKR.
The State Department has issued a Level 4 Travel Advisory "Do Not Travel" for Iraq: https://travel.state.gov/content/travel/en/traveladvisories/traveladvisories/iraq-travel-advisory.html. Of course, many thousands of U.S. and third-country businesspeople travel to Iraq. They generally restrict their travel to certain areas and travel with security advisors and protective security teams. Embassy Baghdad and Consulate Erbil maintain an active branch of the Overseas Security Advisory Council.
11. Labor Policies and Practices
Iraq has a large informal economy, making unemployment difficult to track accurately. Many skilled workers have left Iraq over the past difficult decades. Universities are bursting with well-educated graduates. Many of them face the difficult decision between "risky" and potentially rewarding private sector employment (sometimes in the growing ranks of foreign companies) versus the decision to take a secure job in a SOE or ministry and have a job for life.
The Investment Law stipulates that foreign workers may be hired for investment projects, after priority has been given to Iraqi workers. At least 50% of an investment project's workers must be Iraqi nationals (and 75% in the IKR). International companies sometimes say it is challenging to meet this requirement, though companies may request waivers.
The Iraqi constitution states that citizens have the right to form and join unions and professional associations. Iraq is a party to both International Labor Organization conventions related to youth employment, including child labor. Iraqi labor laws also regulate working conditions and prohibit all forms of forced or compulsory labor, including by minors - though these laws are unevenly enforced.
Iraqi's Labor Law, revised in 2016, is more consistent with current international standards than previous laws and allows for collective bargaining, further limits child labor, and provides improved protections against discrimination at work. The law addresses sexual harassment at work and provides protection against it. It also enshrines the right to strike, which had been banned since 1987. The GOI no longer limits workers' affiliation with more than one union or federation, and coverage has been expanded to include all workers not covered by Iraq's civil service law. The IKR did not implement the new labor law and continues to operate under the 1987 statute.
In 2024 Iraq passed an updated Anti-Prostitution and Homosexuality Law which further criminalizes practicing or promoting certain LGBTQI+ behaviors, punishing them with fines and/or imprisonment.
The Ministry of Labor and Social Affairs (MOLSA) sets a minimum monthly wage for unskilled workers. The private sector sets wages by contract, and the GOI sets wages for those working in the public sector. The COM last approved changes to the public sector pay scale in January 2015, reducing the pay gap between low- and high-ranking employees. In addition, employers must provide some level of transport, accommodation, and food allowances for each employee, but the law does not fix these allowance amounts. In December 2013, the GOI launched a Social Safety Net program to assist the unemployed and persons with disabilities in gaining access to financial aid and benefits from the government. As of April 2018, MOLSA's Directorate of People with Disabilities and Special Needs reported the program covers approximately 4 million individuals. In May 2023, the Council of Representatives passed a revised social security law for private sector workers and small business owners that significantly expanded existing social security coverage to include maternity benefits, unemployment benefits, and health insurance. Foreign companies registered in Iraq must pay these benefits.
In December 2022, the IKR's Ministry of Labor and Social Affairs (KMOLSA) issued guidance to employers operating in the IKR aimed at increasing job opportunities for local Kurdish workers. This guidance was in response to a September 2022 KRG Council of Ministers directive and included the following elements:
- Private employers operating in the IKR must give priority to local employees, with the goal of reaching 75% local employment.
- Foreign workers should not exceed 25% of total workforce in the IKR.
- Employers should develop programs to mentor local employees to develop skills needed to reach the 75% threshold.
- Companies should not recruit foreign workers who do not already hold a work permit.
- Foreign employees who arrived in the IKR prior to this directive will have their permits reviewed.
The policy does not include a formal phase-in period or waiver process. Nevertheless, KMOLSA contacts have assured the business community that KMOLSA will be accommodating in cases where there is justification, such as when a company needs workers with skills not widely available in the IKR market. KRG officials encourage potential investors to communicate directly with the Ministry of Trade and Industry to obtain exceptions to this policy. Companies have identified challenges complying with the new regulations since they were implemented, citing a lack of qualified applicants.
12. U.S. International Development Finance Corporation (DFC) and Other Investment Insurance or Development Finance Programs
In August 2020, the U.S. International Development Finance Corporation (DFC) signed a four-year memorandum of understanding (MOU) with the Government of Iraq (GOI) to strengthen cooperation in support of private sector-led development across Iraq. Through enhanced collaboration with GOI, DFC committed to invest up to $1 billion over four years in private sector projects that promote prosperity and stability across the country, focusing on investments to advance mutual development goals, including investments in energy, financial services, health, housing, and agriculture. DFC's current investments in Iraq surpass $300 million across sectors such as energy and financial services. The agency has invested more than $700 million in the country since 2004. The GOI and DFC will likely extend the MOU beyond its August 2024 expiration date.
13. Foreign Direct Investment Statistics
The GOI collects and publishes limited statistics with which to compare international and U.S. investment data. The NIC and PICs granted 1,067 licenses between 2008 and 2015 (latest statistics available) with a total potential value of $53.9 billion.
In the IKR, the KBOI granted licenses to 166 projects from the period of January 2019 to March 2021, with a total potential value of $5.11 billion. This represented a capital increase of $1.98 billion (163 percent) compared to 2018.
| Host Country Statistical source* | USG or international statistical source | USG or International Source of Data: BEA; IMF; Eurostat; UNCTAD, Other | |||
|---|---|---|---|---|---|
| Economic Data | Year | Amount | Year | Amount | |
| Host Country Gross Domestic Product (GDP in million USD) | 2021 | $166,757 | 2022 | $264,180 | www.worldbank.org/en/country |
| Foreign Direct Investment | Host Country Statistical source* | USG or international statistical source | USG or international Source of data: BEA; IMF; Eurostat; UNCTAD, Other | ||
| U.S. FDI in partner country (million USD, stock positions) | 2016 | $5,911 | 2022 | $997 | BEA data available at https://apps.bea.gov/international/factsheet/ factsheet.html#503 |
| Host country's FDI in the United States ($M USD, stock positions) | N/A | N/A | N/A | N/A | BEA data available at https://www.bea.gov/international/direct-investment- and-multinational-enterprises-comprehensive-data |
| Total inbound stock of FDI as % host GDP | 2016 | 3.5% | N/A | N/A | UNCTAD data available at
https://unctad.org/topic/investment/world- |
* Source for Host Country Data: http://cosit.gov.iq/en/
Table 3: Sources and Destination of FDI
Data not available.
14. Contact for More Information
Embassy Baghdad Economic Section
Al-Kindi Street, International Zone, Baghdad
Office: +1-301-985-8841 x3013
[email protected]
https://iq.usembassy.gov/business/getting-started-iraq/
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