Understanding Real Estate Registration for Legal Entities in Iraq

Chapter IV, entitled “Registration in the Name of the Legal Person,” of Chapter Two of the amended Real Estate Registration Law No. 43 of 1971, governs the registration process for real estate in the name of legal persons; including both Iraqi and foreign companies.

Article (144) thereof states: (Real estate rights in rem shall be registered in the name of legal persons granted a legal personality by law and under the conditions specified by it), and Article 145 stipulates: (The legal personality shall exercise real estate dispositions within the limits prescribed by law.).

Article (151) mentioned the provisions of registering real estate in the name of Iraqi companies, stipulating: – (1-Real estate rights in rem shall be registered in the name of the Iraqi company duly registered in accordance with its memorandum of association. 2- If registration is requested in the name of one of the shareholding or limited liability companies, the approval of the Registrar of Companies is required for the establishment of the company and its right to own the real estate rights required to be registered in its name.).

If an Iraqi company seeks ownership of real estate within Iraq, it encounters no restrictions, except for its right to own property in alignment with its memorandum of association or the purpose for which it was established, placing no additional limitations on Iraqi companies even if they have foreign shareholders. Notably, Article 23 of the amended Companies Law No. 21 of 1997 stipulates that a company established in Iraq, following the provisions of this law, is unequivocally deemed an Iraqi entity.

In discussions with the former Director General of Real Estate Registration, it was emphasized that despite the lack of real estate registration applications in the names of companies, the legal provisions governing them are the same as those outlined in the Real Estate Registration Law. No instructions, legal texts, or customary practices prevent Iraqi companies with foreign shareholders from acquiring and owning real estate in Iraq.

However, some considerations apply to sole proprietorship companies and foreign-owned limited liability companies; as these entities may be treated as foreign entities, given their singular ownership structure and the responsibility for obligations and rights which is personally borne by the foreign owner.

As for the registration of real estate in the name of foreign companies, Article 152 of the Real Estate Registration Law sets forth explicit conditions:

1. Registrar of Companies Approval:

The Registrar of Companies approves that the company is registered in Iraq in accordance with the law and its right to own the property under its memorandum of association.

2. Competent Minister’s Approval:

Approval of the competent minister that the property is located within the boundaries of cities and governorates or is allowed to be owned under a legally ratified agreement or privilege.

3. Minister of Interior’s Approval:

The Minister of Interior must grant approval for the registration to proceed.

Meeting the above-mentioned conditions enables a foreign company to register the property in its name.

This explanation offers a brief understanding of the requirements and factors of real estate registration for both Iraqi and foreign entities and emphasizes the legal complexities governing property ownership in Iraq.