Legal & Regulatory

When the Text is Clear, the Decisions Quiet Down.

Five practice areas. Law that speaks two languages — the language of the text, and the language of how it's actually applied.

Iraqi law isn't difficult because it's vague. It's difficult because it operates in two registers: what the text says, and what the offices do with it on Monday morning.

A clean contract on paper can collapse in execution. A completed registration can stall because of an objection from a regulator who wasn't part of the drafting. Taxes paid in good faith can become the subject of audit years later.

This page lays out our practice areas, and highlights the gap between text and application — because that gap is what separates a firm that reads the law from one that practices it.

Five Areas. One Architecture.

We work across five integrated areas. A single matter typically pulls in three of them at once — because Iraqi commercial reality refuses neat specialization.

Area One — Commercial Contracts and Negotiation Drafting that holds up in execution.

What we do

  • Drafting contracts from scratch with a logic that holds up in Iraq.
  • Reviewing counterparty-prepared contracts with an eye to execution risk.
  • Negotiating directly with the opposing party in our presence.
  • Preparing annexes and amendments.
  • Monitoring execution and flagging early breaches.

What sets us apart

Most contractual problems in Iraq don't arise from textual error. They arise from gaps in execution foresight. We draft every contract as if we'll be litigating it — that mental positioning produces visibly different documents from firms filling templates.

Area Two — Tax Advisory and Compliance Reading the 15% in full.

What we do

  • Pre-contract tax planning before signature.
  • Annual return preparation and audit follow-through.
  • Engaging the General Commission of Taxes on complex matters.
  • Recovering overpaid tax.
  • Leveraging double taxation treaties.

What sets us apart

Iraq levies a flat 15% corporate income tax. But that 15% has multiple readings:

  • The 15% applies to profit as the General Commission of Taxes assesses it, not as it appears in your accounting books.
  • If the Commission isn't satisfied with your statements, it imposes deemed profit ratios per the Professional and Commercial Activity Guidelines.
  • Adherence to the Iraqi Unified Accounting System is a requirement, not an option.

The major exception: foreign oil companies under contract pay 35% under Law No. 19 of 2010. This differential changes the economics of an entire project if misread upstream.

Area Three — Labor and Employment Law applied on Monday morning.

What we do

  • Drafting individual and collective employment contracts.
  • Registration with the Pension and Social Security Authority.
  • Securing work permits for foreign employees.
  • Managing termination disputes.
  • Compliance with Labor Law No. 37 of 2015.

What sets us apart

A 2024 Council of Ministers decision requires an 80% Iraqi / 20% foreign ratio across every project. This is a mandate, not a recommendation. With an additional condition: foreign workers must hold documented certificates of competence and experience.

Many foreign companies discover this rule after signing employment contracts, finding themselves with two equally costly options. The 80/20 ratio belongs in employment planning from day one, not after.

Area Four — Intellectual Property Protection Registration is a start, not the end.

What we do

  • Trademark registration.
  • Patent filing.
  • Copyright registration.
  • Pursuing infringement and counterfeiting.
  • Negotiating licensing agreements.

What sets us apart

Intellectual property in Iraq has seen tangible positive development in recent years. The Trademark Office operates with better rhythm than in past years, and judicial awareness of infringement cases is growing.

What deserves attention: registration is a necessary step but not sufficient. Pre-registration documentation of use, combined with periodic monitoring of the local market, is what makes protection effective when needed. A registered but unmonitored trademark loses half its value before the courts.

Area Five — Litigation and Dispute Resolution The best dispute resolves before court.

What we do

  • Representation before Iraqi courts (commercial, civil, administrative).
  • Domestic and international arbitration.
  • Enforcement and attachment proceedings.
  • Out-of-court negotiation and settlement.
  • Enforcement of foreign judgments in Iraq.

What sets us apart

A principle we've learned over two decades: the best dispute is one resolved before court. Not just because Iraqi courts are slow (they are), but because the dispute itself consumes more from a commercial relationship than its value typically warrants.

We litigate when we must. But we operate with deep conviction that solid drafting upstream saves years of potential downstream conflict.

Tax Isn't a Number. It's a System.

Many foreign companies enter the Iraqi market under the impression that "15% is a low corporate tax rate." This is true as a number, but it's half the picture. The rate is not the problem. Application is the problem.

15% Standard corporate tax Most entity types — LLC, JSC (private & mixed), and foreign branches outside the oil sector.
35% Oil sector exception Foreign oil companies under contract — Law No. 19 of 2010.

Base rates by entity type

  • Limited Liability Companies (LLC)15%
  • Private Joint-Stock Companies15%
  • Mixed Joint-Stock Companies15%
  • Foreign Branches (outside oil)15%
  • Foreign Oil Companies (Law 19/2010)35%

Withholding Tax

Levied at 15% on payments from Iraq to parties abroad — covering interest, retirement allowances, annual allocations. Banks are exempt. This obligation often falls outside foreign company budgeting, only to be discovered during a delayed audit.

Double Taxation Treaties

Iraq is a signatory to several of these treaties. A company paying tax on the same income in its home country can use the treaty to avoid double assessment. But this requires upstream documentation, not late-stage filing.

Investment Exemptions

If you hold an investment license from the National Investment Commission (NIC), the entity moves to a full 10-year tax exemption (15 years if Iraqi ownership exceeds 50%). This differential transforms the economics of an entire project, and warrants study before any structural decision.

On This Land

Some four thousand years ago, a Babylonian king carved into stone what would become the oldest known written legal code. But Hammurabi's true achievement wasn't justice itself — justice has existed as long as humanity. The achievement was documentation.

Before him, rules were oral, varying with the judge, dissolving in the absence of memory. After him, the carved text became a reference standing above all parties. This shift from spoken to written is what founded law as a profession.

The principle endures in our daily practice. Judges err, memory fails — but a document drafted with precision (a contract, a tax return, meeting minutes, an official registration) endures. We learn from Hammurabi not justice itself, but the discipline of documentation as its foundation.

At Tigris Gate, we draft every document as if it will be read ten years from now.

Four Points That Surface Late.

These aren't trade secrets. They are patterns we encounter in every file we open — patterns companies discover after losses that proactive review could have avoided.

01

Financial statements read through two different logics.

Statements prepared per international standards may differ from what the General Commission of Taxes accepts. The difference isn't in the numbers themselves, but in accounting characterization: what counts as deductible expense, what enters revenue, what gets deferred. Postponing this conversation until after statements are prepared generates painful tax adjustments.

02

Social security is calculated by the month, not the year.

Pension and Social Security Authority contributions begin from the first month of employment. Companies that delay registration thinking "the new employee is on probation" generate cumulative penalties. Rates: 12% from the employee, 5% from the employer. No standard exceptions.

03

A written employment contract is not optional.

Iraqi Labor Law No. 37 of 2015 mandates a written contract for every employment relationship. An informal verbal agreement with a foreign hire "until the paperwork is ready" exposes the company to significant risk in the event of dispute. And the contract must be in Arabic as the official language, even if a parallel English version exists.

04

The tax authority has the right to investigate beyond the statements.

The General Commission of Taxes does not rely solely on your submitted statements. By law, it has the right to investigate actual income from other sources, and to request information from anyone it believes holds relevant material. This right is exercised especially in audits of larger companies. Upstream documentation and considered transparency are not luxuries — they are professional protection.

Complex File? Let's Talk.

Every matter is written at the intersection of at least five practice areas. The multidisciplinary nature is what separates our work from firms that fragment every file by their own specialization. A first conversation, no commitment, is enough to draft the legal framework that fits your situation.

Let's Talk →