Transfer and Pledge of Shares in Iraqi Joint Stock Companies

Transfer and pledge of shares are recurring features of joint stock company life, sales between existing shareholders, sales to new investors, family transfers, succession arrangements, and security arrangements supporting financings. The Companies Law No. 21 of 1997 (as amended) establishes the framework for share transfers and pledges, with publicly traded shares additionally subject to the Iraq Securities Commission and Iraq Stock Exchange framework for shares traded on the exchange. Transferability of Shares Shares in joint stock companies are generally transferable, subject to specific framework and any restrictions in the articles or shareholders agreements: The transferability of specific shares should be verified before transactions are committed. Transfer Process for Private JSC Shares Transfers of shares in private joint stock companies typically follow this process: Failure to follow the proper procedure can result in transfers being unenforceable against the company or third parties. Transfer of Listed Shares Shares listed on the Iraq Stock Exchange are transferred through the exchange’s settlement system, with the Iraq Securities Commission framework providing the overall structure. Transfers settle through the depository arrangements, with central recordkeeping supporting the shareholder position. Off-exchange transfers of listed shares are generally restricted to specific categories permitted under the framework. The exchange-based transfer mechanism provides liquidity and price discovery but operates within procedural constraints. Pledge of Shares Shares can be pledged as security for obligations. The framework typically requires: Pledged shares typically retain voting rights with the pledgor unless the pledge agreement specifies otherwise. Enforcement of Pledges Enforcement of share pledges in default situations follows defined procedures, with the framework balancing the pledgee’s legitimate interest in recovery with protections for the pledgor. Enforcement options typically include sale of the pledged shares through public or private procedures, transfer to the pledgee in defined circumstances, and where applicable, judicial supervision of the enforcement process. The right approach depends on the specific pledge terms and the circumstances of the default. Tax Considerations Share transfers engage tax considerations: Tax planning at the time of the transfer affects the net result for both parties. How We Can Help Etihad Law Firm advises sellers, purchasers, and lenders on share transfer and pledge matters in Iraq, transaction structuring, due diligence on the shares and the company, transfer documentation, registration with the Companies Registrar at the Ministry of Trade, pledge arrangements and enforcement, and the resolution of disputes about share transfers.

Share Issuance and Capital Increases in Iraqi Joint Stock Companies

Capital increases, issuing new shares to raise additional capital, are a recurring feature of joint stock company life. Capital increases support business expansion, debt reduction, acquisitions, and other purposes that benefit from additional equity funding. The Companies Law No. 21 of 1997 (as amended) establishes the procedural framework, with public companies engaging the Iraq Securities Commission for capital increases that involve public offerings or that affect the publicly traded shares. Forms of Capital Increase Capital increases take several forms: Each form has its own procedural framework and its own tax and accounting treatment. Approval Process Capital increases typically require: The process can take significant time, and capital-raising plans should accommodate the procedural timeline. Pre-Emption Rights Existing shareholders typically have pre-emption rights, the right to subscribe to new shares proportionate to their existing holdings, before the shares are offered to outside parties. Pre-emption protects existing shareholders against dilution and supports continued proportionate ownership through capital changes. The Companies Law establishes the default pre-emption framework, with the articles potentially elaborating on procedures. Pre-emption rights can be waived in specific circumstances (typically by qualified majority of the general assembly) where the company’s interests support issuing shares to specific parties outside the pre-emption framework. Pricing of New Shares New shares are typically issued at a price reflecting their actual value rather than just nominal value. Where the issue price exceeds nominal value, the excess (share premium) is allocated to a share premium reserve subject to the framework for such reserves. Pricing decisions affect existing shareholders (where new shares are issued at a discount, existing holders are diluted in value as well as in proportion) and should be addressed deliberately. Independent valuation may support pricing decisions in larger transactions or where the pricing is potentially controversial. Subscription and Payment Subscription to new shares follows defined procedures. Shareholders exercising pre-emption rights subscribe through the company’s procedures. New investors invited to subscribe (where pre-emption has been waived) follow similar procedures. Payment must be made within specified deadlines, with unpaid amounts treated under the framework for unpaid capital. Where in-kind contributions are involved, valuation and transfer procedures apply alongside the subscription documentation. Public Offerings Where the capital increase involves a public offering, soliciting subscription from the general public rather than identified parties, Iraq Securities Commission framework engages. This includes prospectus requirements, marketing restrictions, allocation procedures, listing arrangements where the new shares will be admitted to trading on the Iraq Stock Exchange, and disclosure obligations during and after the offering. Public offerings require materially more procedural and disclosure work than private capital increases. Registration Following subscription and payment, the capital increase is registered with the Companies Registrar at the Ministry of Trade through formal procedures. Registration confirms the new capital position, updates the company’s records, and supports the new shareholders’ position. The new shares can be issued in certificate form or through electronic book-entry depending on the company’s arrangements and applicable rules. How We Can Help Etihad Law Firm advises joint stock companies and investors on capital increases in Iraq, structuring, board and general assembly procedures, pre-emption arrangements, subscription documentation, registration with the Companies Registrar, and where applicable engagement with the Iraq Securities Commission for public offerings. We work alongside financial advisors and accounting firms.

General Assembly Meetings in Iraqi Joint Stock Companies

The general assembly is the supreme decision-making body of an Iraqi joint stock company, where shareholders exercise their rights collectively on matters reserved for their decision. The Companies Law No. 21 of 1997 (as amended) establishes the framework for general assembly meetings, including categories of meeting, notice requirements, quorum, voting procedures, and the specific matters reserved for general assembly decision. Effective operation of general assemblies is one of the foundational disciplines of joint stock company governance. Categories of General Assembly Iraqi practice recognises several categories of general assembly: The category determines the procedural framework, notice, quorum, voting majorities, and the matters that can be addressed. Notice and Agenda Notice of general assembly meetings must be given to shareholders in advance, with the period and method specified by the Companies Law and the articles. The notice typically includes the date, time, and place of the meeting, the agenda specifying matters to be addressed, supporting materials supporting informed shareholder decision-making, and procedural information including provisions for proxy voting. Notice deficiencies can support challenges to resolutions, and notice procedures should be respected scrupulously. Quorum Quorum requirements specify the minimum shareholder participation needed for the meeting to proceed: Quorum should be verified at the start of the meeting and on the resumption of any adjourned session. Conduct of Meetings Meetings are presided over by the chairman of the board or another person specified in the articles. Procedures typically include verification of attendance and proxies, opening the meeting and confirming quorum, presentation of matters on the agenda, discussion and questions from shareholders, voting on each item, and recording of decisions. Minutes documenting the meeting are prepared and signed, supporting both the validity of decisions taken and the company’s records. Modern Iraqi practice increasingly accommodates remote participation where the articles provide for it. Voting Voting at general assemblies follows the framework established by the Companies Law and the articles: Voting irregularities can support challenges to resolutions, and procedures should be respected throughout. Reserved Matters Specific matters are reserved by the Companies Law for general assembly decision: Decisions on reserved matters by other organs of the company (board, management) are not valid as substitutes for general assembly action. Challenges to Resolutions Shareholders can challenge resolutions on specific grounds including violation of the law or the articles, procedural defects in the notice or conduct of the meeting, abuse of majority position, and conflicts of interest affecting the decision. Challenges must be brought within time limits specified by law, and proper documentation of the meeting and the decision-making supports the company’s defence of valid resolutions. How We Can Help Etihad Law Firm advises joint stock companies and shareholders on general assembly matters in Iraq, meeting preparation and conduct, notice and agenda design, voting procedures, documentation of decisions, defence of challenged resolutions, and challenges to invalid resolutions. We work with companies preparing for routine annual meetings and with parties dealing with contested governance situations.

Board of Directors in Iraqi Joint Stock Companies

The board of directors is the central organ of governance in an Iraqi joint stock company, with responsibility for the company’s strategic direction, oversight of management, and protection of shareholders’ interests. The Companies Law No. 21 of 1997 (as amended) establishes the framework for board composition, appointment, powers, duties, and liability. For both founders and external shareholders, the board’s effectiveness is one of the principal determinants of how the company performs and how shareholder rights are respected in practice. Composition and Appointment Joint stock companies must have a board of directors of a minimum size specified by the Companies Law, with the precise composition depending on the company’s size and whether it is public or private. Directors are elected by the general assembly of shareholders, with cumulative voting available in some circumstances supporting minority representation. The articles of association can specify additional composition requirements (independent directors, sector expertise, representation arrangements) consistent with the statutory framework. Qualifications and Eligibility Directors must satisfy basic qualifications: Eligibility should be verified at appointment and monitored during the directorship. Term and Removal Directors serve for terms specified in the articles, typically renewable. The general assembly has power to remove directors before the end of their term, with the procedure for removal depending on the company’s articles and the Companies Law framework. Resignation by individual directors is permitted, with appropriate notice. Vacancies are filled through procedures specified in the articles, with replacements typically serving until the next general assembly confirms the appointment. Powers and Authority The board’s powers include: Specific matters are reserved by law for general assembly decision, and the board operates within that framework. Duties of Directors Directors owe duties to the company, including: The duties are owed primarily to the company, with shareholders enforcing them through derivative claims where appropriate. Liability Directors can face liability for breach of their duties: Directors should manage their liability exposure through informed decision-making, documentation supporting decisions, and where appropriate insurance arrangements. Board Operations Effective boards operate through structured processes, regular meetings, prepared agendas, supporting materials, recorded minutes, and follow-through on decisions. Committees may be established for specific functions (audit, remuneration, nomination) particularly for larger companies. Board operations should be documented, because the documentation supports both the board’s effectiveness and the directors’ position if their conduct is later questioned. How We Can Help Etihad Law Firm advises joint stock companies, boards, individual directors, and shareholders on board matters in Iraq, board composition and appointment processes, governance documentation, training on duties and liability, response to allegations against directors, derivative claims, and the integration of board operations with broader corporate strategy.

Shareholders’ Rights in Iraqi Joint Stock Companies

Shareholder rights are the legal entitlements of shareholders against the company and against fellow shareholders. The Companies Law No. 21 of 1997 (as amended) establishes a framework of rights protecting shareholders’ economic interests, supporting their voice in governance, and providing remedies where the company or other shareholders breach their obligations. For Iraqi joint stock companies, the framework balances majority control with minority protection in ways that are important for both founders and external investors to understand. Economic Rights Shareholders have rights of an economic character including: The economic rights are the principal financial substance of share ownership. Voting Rights Voting rights provide shareholders’ voice in governance. The default position is one vote per share for ordinary shares, with the articles potentially providing different arrangements for different share classes. Voting is exercised at general assembly meetings, with specific matters reserved for shareholder decision under the Companies Law. Key votes typically include election of directors, approval of annual financial statements, declaration of dividends, amendments to the articles of association, major transactions, and capital changes. Voting can be in person, by proxy, or in other ways recognised by the law and the articles. Information Rights Shareholders are entitled to information about the company sufficient to exercise their other rights meaningfully: Information rights should be exercised reasonably, with abuse of information rights itself being a recognised concern. Minority Protections Minority shareholders enjoy specific protections beyond the general framework: Minority protections balance majority control with safeguards against abuse. Restrictions on Rights Shareholders’ rights are not unlimited. Specific restrictions apply including limits on information that would harm the company’s interests, restrictions on voting where the shareholder has a conflicting interest in the specific matter, restrictions on derivative claims requiring threshold ownership or specific grounds, and time limits on challenges to resolutions. The framework reflects the practical realities of running a company alongside the protection of individual rights. Public JSC Considerations Public JSCs face an additional layer of shareholder protection through the Iraq Securities Commission framework, which addresses disclosure to shareholders, treatment of significant transactions, takeover protections, and other matters specific to publicly held companies. The Iraq Securities Commission’s framework supplements (rather than replaces) the general framework under the Companies Law. How We Can Help Etihad Law Firm advises shareholders, companies, and boards on shareholder rights matters in Iraq, assertion of rights in specific situations, defence against improperly asserted claims, minority shareholder representation in disputes, derivative actions, and the integration of shareholder rights management with broader corporate governance.

Share Capital Requirements for Joint Stock Companies in Iraq

Share capital is one of the foundational features of any joint stock company. The Companies Law No. 21 of 1997 (as amended) establishes minimum capital levels, rules for the structure of capital into shares, and procedures for the payment and management of capital. For Iraqi JSCs, the capital regime is more demanding than for limited liability companies, reflecting both the JSC’s typically larger scale and the broader investor base that the form is designed to accommodate. Minimum Capital Joint stock companies face minimum capital requirements that vary by company type and sector: Capital below the applicable minimum is a regulatory deficit that must be addressed through capital increase or restructuring. Authorised, Subscribed, and Paid-Up Capital Capital structure operates on three concepts: The relationship between these elements must be managed deliberately, with appropriate documentation of subscription and payment. Share Structure Capital is divided into shares of equal nominal value. The articles specify the number of shares, their nominal value, and any classes (where the company has different classes of shares with different rights). Most Iraqi JSCs operate with a single class of ordinary shares, though preference shares and other classes are recognised where the articles provide for them. Share classes should be designed at incorporation rather than added later, because the introduction of new classes affects existing shareholders and requires formal procedures. Subscription and Payment At incorporation, founders subscribe to shares as part of the founding documents. A portion of the subscribed capital must be paid in at incorporation, with the balance callable later. Subsequent capital increases (covered in our dedicated article) follow their own subscription and payment procedures. Capital must be deposited in a bank account in the company’s name, with bank confirmation supporting the registration of capital with the Companies Registrar at the Ministry of Trade. Capital in Kind Capital can be contributed in kind through transfer of assets to the company rather than cash. Capital contributions in kind require valuation supporting the agreed value, with the valuation methodology following the requirements of the Companies Law. Common contributions in kind include real estate, equipment, intellectual property, and shares in other companies. The valuation should be defensible against later challenge, because contested valuations can produce disputes about share allocations and corporate value. Capital Maintenance The Companies Law imposes capital maintenance principles protecting the company’s stated capital from inappropriate erosion. Key elements include: Compliance with capital maintenance is a continuing obligation that affects dividend policy and reorganisation transactions. How We Can Help Etihad Law Firm advises joint stock companies on capital matters in Iraq, initial capital structuring, capital contributions in kind and their valuation, capital increases and reductions, capital maintenance compliance, and the resolution of capital-related issues. We work alongside accounting firms and valuation specialists where required.

Public vs Private Joint Stock Companies in Iraq

Iraqi joint stock companies operate in two principal forms, public companies open to investment by the general public and typically listed on the Iraq Stock Exchange, and private companies with restricted shareholder bases not offering shares publicly. The two forms operate under the same general framework of the Companies Law No. 21 of 1997 (as amended), but with significant differences in capital, governance, disclosure, and regulatory engagement. The choice between them shapes the entire commercial and compliance profile of the company. Defining Public and Private JSCs Public joint stock companies are those open to investment by the public, with shares typically offered through public offerings and traded on the Iraq Stock Exchange. They are subject to the disclosure and oversight framework administered by the Iraq Securities Commission for listed companies and by the Companies Registrar at the Ministry of Trade for general corporate matters. Private joint stock companies have a restricted shareholder base, do not offer shares to the public, and operate primarily within the Companies Registrar framework without engaging the securities regulator. Capital and Shareholders Capital and shareholder requirements differ materially: The capital and shareholder profile materially affects how the company is governed and capitalised over time. Governance Public JSCs face more elaborate governance requirements than private JSCs. Board composition, board independence, committee structures, executive arrangements, and disclosure to shareholders all engage more demanding standards. Private JSCs can operate with more streamlined governance reflecting their narrower shareholder base, though substantial private JSCs often voluntarily adopt elements of public-company governance practice. The governance framework should fit the specific company rather than apply a uniform template. Disclosure and Reporting Disclosure obligations differ substantially: Public JSCs should resource their disclosure function appropriately, because compliance failures are visible to the market and to regulators. Shareholder Rights Shareholder rights, voting, dividend, information, exit, apply in both forms but with different practical dynamics. Public JSCs face minority shareholder protections appropriate to dispersed public ownership, with the Iraq Securities Commission supporting investor protection through its supervisory framework. Private JSCs rely more on shareholders agreements and ad hoc arrangements among the smaller shareholder group, with the legal framework providing the baseline and contractual arrangements supplementing it. Both forms must respect the substantive rights established by the Companies Law. Capital Markets Access Public JSCs have access to the capital markets, secondary trading of shares on the Iraq Stock Exchange and the ability to raise additional capital through subsequent public offerings. Private JSCs raise capital through private channels (existing shareholders, identified new investors) without the broader market mechanism. The capital markets access of public JSCs is a real advantage for substantial businesses with capital-raising needs, but it comes with the disclosure and governance obligations. Strategic Considerations The choice between public and private form should reflect: Many companies begin as private JSCs and transition to public status when circumstances support it, rather than committing to public status at incorporation. How We Can Help Etihad Law Firm advises founders and existing companies on choice between public and private JSC forms, strategic analysis, implementation through registration with the Companies Registrar and engagement with the Iraq Securities Commission where applicable, transitions between forms, and the integration of the chosen form with broader business strategy.

Establishing a Joint Stock Company in Iraq

A joint stock company in Iraq is established under the Companies Law No. 21 of 1997 (as amended), with registration administered by the Companies Registrar at the Ministry of Trade. The joint stock form is more demanding to set up than a limited liability company, with higher capital requirements, more elaborate governance, and more substantial disclosure expectations. The form is chosen where these elements serve the founders’ purposes particularly for businesses raising capital from multiple investors, contemplating public listing, or undertaking substantial activities that benefit from the JSC’s more formal architecture. Founders and Initial Shareholders Joint stock companies require a minimum number of founders to incorporate, with the specific number depending on whether the company is public or private. Each founder subscribes to a defined number of shares as part of the incorporation. Founders may be Iraqi or foreign natural persons or legal entities, subject to applicable rules on foreign participation in particular sectors. The founders’ arrangement is documented in the founding documents and forms the starting point of the company’s ownership structure. Articles of Association and Founding Documents Incorporation requires preparation of the articles of association and supporting founding documents addressing the company’s name, registered office, scope of activity, share capital and share structure, classes of shares (where applicable), governance arrangements, financial year, and other matters required by the Companies Law. The articles must follow the substantive requirements of the law while reflecting the founders’ specific commercial arrangements. Templates are available, but careful drafting at incorporation pays returns throughout the company’s life because amendments to the articles later require formal procedures. Capital Requirements Joint stock companies face minimum capital requirements significantly higher than for limited liability companies (covered in our dedicated article on capital). The capital is divided into shares of equal nominal value, subscribed by the founders at incorporation. A portion of the capital must typically be paid in at incorporation, with the balance callable on a defined timetable. The capital must be deposited in a bank account in the company’s name as part of the incorporation, with confirmation supporting the registration application. Registration with the Companies Registrar Registration is administered by the Companies Registrar at the Ministry of Trade. The principal steps include: The Companies Registrar reviews compliance with the Companies Law and the procedural requirements before issuing the registration certificate. Public Offering Considerations Where the joint stock company is intended to be public offering shares to the general public, additional considerations apply. Public offering engages the Iraq Securities Commission and, where listing is contemplated, the Iraq Stock Exchange. The disclosure, capital, and governance requirements are more demanding than for private JSCs. Most founders begin with a private JSC and transition to public status when commercial circumstances support it, rather than launching as public from incorporation. Post-Incorporation Steps After registration, the company should hold its initial constitutive general assembly to confirm the founders’ arrangements and elect the first board, register with tax and social security authorities, open operating bank accounts, complete sector-specific registrations where applicable, and put in place the operational infrastructure to begin activity. Each step has its own documentation and procedural requirements. How We Can Help Etihad Law Firm advises founders on joint stock company establishment in Iraq, strategic structuring, articles of association drafting, capital arrangements, registration with the Companies Registrar at the Ministry of Trade, and the integration of the JSC with founders’ broader business plans. We work with domestic and international founders across sectors.

Acquiring an Existing Business Through a Holding Company in Iraq

Acquiring an existing Iraqi business through a holding company structure is one of the most common pathways for both domestic and foreign investors to enter or expand in the Iraqi market. The structure typically involves the investor’s holding company acquiring the shares of the target bringing the target into the holding structure as a subsidiary, though asset purchases are also used in defined circumstances. The legal process combines transaction documentation with regulatory approvals appropriate to the target’s sector and the acquirer’s profile. Share Purchase versus Asset Purchase Acquisitions can be structured as share purchases (the holding company acquires the shares of the target) or asset purchases (the holding company or a subsidiary acquires the target’s specific assets): Most substantial acquisitions are share purchases, with asset purchases reserved for specific situations. Due Diligence Due diligence on Iraqi acquisition targets typically covers commercial, financial, legal, tax, and operational dimensions. Legal due diligence focuses on corporate structure and good standing with the Companies Registrar at the Ministry of Trade, regulatory licences and compliance, material contracts and litigation, employment matters, intellectual property, real estate and assets, tax position, and any specific issues identified through preliminary review. The depth of due diligence reflects the transaction size and the inherent characteristics of the target. Transaction Documentation Acquisitions typically involve a substantial suite of documentation: Each document requires specific drafting attention, and disciplined transaction execution depends on integrated management of the documentation. Regulatory Approvals Acquisitions typically require regulatory approvals appropriate to the target and the structure. Common considerations include: Regulatory pathway should be mapped at the start of the transaction rather than discovered later. Closing and Post-Closing Closing involves the simultaneous exchange of the target’s shares or assets for the agreed consideration, with associated formalities. Post-closing matters include registration of the share transfer with the Companies Registrar, integration of the target into the holding group, addressing any matters identified in due diligence that survive closing, claims under the warranty and indemnity package where applicable, and operational integration into the broader group. Effective post-closing planning should be addressed before closing rather than improvised afterwards. Cross-Border Considerations Where the acquirer or the target has cross-border dimensions, additional considerations apply. Foreign acquirers must comply with foreign ownership rules applicable to the target’s sector. Payment of consideration involves foreign exchange and banking compliance. Tax structuring should coordinate Iraqi and foreign positions. Where Investment Law treatment is sought, the application should be aligned with the acquisition structure. How We Can Help Etihad Law Firm advises holding company acquirers on Iraqi business acquisitions, transaction structuring, due diligence, agreement drafting and negotiation, regulatory approvals, closing execution, and post-closing matters. We work with domestic and international acquirers across sectors and transaction sizes.

Holding Companies and Foreign Investment in Iraq

Foreign investors with multiple Iraqi investments or a single substantial investment with diverse activities frequently use holding company structures to organise their participation. The holding company provides a single point of legal and operational interface with the Iraqi market while supporting subsidiaries that conduct specific business activities. The structure must be designed with attention to both the foreign investor’s strategic objectives and Iraqi requirements at each level of the structure. Why Holding Structures for Foreign Investment Foreign investors typically prefer holding structures for several reasons: These structural advantages translate into real commercial and operational benefits for foreign investors with substantial Iraqi presence. Choice of Holding Vehicle Foreign investors typically use an Iraqi Limited Liability Company as the holding vehicle, with the foreign investor holding its shares directly or through an intermediate foreign holding structure. Joint Stock Companies are used for larger groups or those contemplating public listing. The choice should reflect the investor’s broader structure, tax planning, and exit objectives. Registration in each case is administered by the Companies Registrar at the Ministry of Trade. Multi-Sector Investments Foreign investors with activities across multiple Iraqi sectors benefit particularly from holding structures. The holding company can own subsidiaries operating in manufacturing, services, real estate, trading, and other categories, with each subsidiary holding the specific licences and approvals appropriate to its activity. Sector-specific authorities engage at the subsidiary level rather than at the holding level, simplifying the holding company’s regulatory profile. Investment Law Treatment Where the foreign investor’s activities qualify for Investment Law treatment, the holding structure can be designed to optimise access to incentives. Each qualifying subsidiary can be a separate investment-licensed project with its own incentive package, while the holding company coordinates the broader investment programme. Foreign investors with substantial planned investment should engage with the Investment Law framework at the structuring stage rather than discover the position after operations have begun. Treaty and Cross-Border Structuring Foreign investors should consider whether to invest in the Iraqi holding company directly from their home country or through an intermediate holding structure in a treaty jurisdiction. Tax treaties between Iraq and various jurisdictions provide preferential treatment of dividends, interest, royalties, and capital gains, with the precise benefits depending on the treaty and the structure. Substance requirements limit the use of structures lacking commercial reality. Treaty structuring should be done by counsel with both Iraqi and international perspective. Local Participation Where local participation is appropriate or required, the holding company is often the most efficient point of local participation. A local partner can take an interest in the holding company, with corresponding rights across all the subsidiaries owned by the holding, rather than separately participating in each subsidiary. The shareholders agreement at holding company level governs the relationship and is typically more efficient than parallel arrangements at each subsidiary. Repatriation and Exit Holding structures support efficient repatriation of returns to the foreign investor through dividends from subsidiaries to the holding company, dividends from the holding company to the foreign parent, and capital gains on disposal of subsidiary interests. Exit planning is also supported, individual subsidiaries can be sold through the holding company without affecting the rest of the group, or the entire group can be sold through disposal of the holding company’s shares. Both pathways should be considered when structuring the investment. How We Can Help Etihad Law Firm advises foreign investors on holding structures for Iraqi investment, strategic structuring, registration with the Companies Registrar, coordination with the Investment Law framework where applicable, tax planning across Iraqi and foreign jurisdictions, local partner arrangements, and exit transactions. We work with international clients across sectors and home jurisdictions.