Iraq

Bureau of Economic and Business Affairs
July 5, 2016

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Executive SummaryShare    

The Government of Iraq (GOI) is currently facing the dual challenges of fighting the Islamic State of Iraq and the Levant (ISIL), or “Da’esh” as the terrorist group is referred to in the region, and the financial impact of declining world oil prices. The fall of oil prices drastically reduced Iraq’s revenues from oil exports, which account for more than 90 percent of the GOI’s revenue. The GOI is also confronting a humanitarian crisis as the conflict with Da’esh has resulted in over 3.3 million internally displaced persons (IDPs) since the beginning of 2014. As a response to its fiscal challenges, in August 2015 Prime Minister Haider al-Abadi publicly committed to a reform plan that includes reforming Iraq’s failing state owned enterprises (SOEs), fighting corruption, reducing bureaucratic bottlenecks, and investing in necessary infrastructure. To date, however, the reforms have been only partially implemented as major political parties have challenged Abadi’s reform agenda.

Da’esh’s capture of Mosul and parts of northern and western Iraq in June 2014 cut key domestic and international trade routes and contributed to slowing economic growth. In recent months, the Iraqi Security Forces and the international Coalition to Counter Da’esh, led by the United States, have achieved several military successes. The Iraqis have pushed Da’esh out of Diyala and most of Salah ad Din provinces and recaptured Tikrit in June 2015 and Bayji in October 2015. In Anbar Province the ISF has cleared Ramadi. The Kurdistan Regional Government’s (KRG) Peshmerga have retaken Sinjar and its environs. Security remains an impediment to investment in many parts of the country. However, the security situation varies throughout the country and is generally more stable in Iraq’s southern provinces and the Iraqi Kurdistan Region (IKR).

Despite the current security and fiscal challenges, Iraq has long-term potential for U.S. investment. Iraq has the fifth largest proven oil reserves in the world and needs tremendous reconstruction and infrastructure development. U.S. companies have opportunities to invest in security, energy, environment, construction, healthcare, agriculture, and infrastructure sectors. Iraq imports large volumes of agricultural commodities, machinery, consumer goods, and defense articles.

Government contracts and tenders – the source of many commercial opportunities in Iraq – are largely financed by oil revenues and therefore will remain limited until oil prices rebound. Increasingly, the GOI has asked investors to provide financing options and allow for deferred payments. Despite a slight increase in oil production and oil exports in 2015, revenues from oil sales have declined by around 30 percent in nominal terms due to lower oil prices. The 2016 budget passed by Parliament in December 2015 projects a $20.5 billion USD budget deficit, approximately 9 percent of GDP, based on Iraqi crude exports selling at $45 USD per barrel. In light of declining oil revenues, the GOI reached an agreement with the International Monetary Fund (IMF) for a Staff Monitored Program (SMP) in November 2015. The World Bank (WB) subsequently approved a $1.2 billion USD, one-year Development Policy Loan (DPL) for Iraq in December 2015.

Investors in Iraq continue to face significant challenges resolving commercial disputes, receiving timely payments, and winning public tenders. Potential investors should prepare to face significant costs to ensure security, cumbersome and confusing procedures, and long payment delays on some GOI contracts. Difficulties with corruption, customs regulations, cumbersome visa procedures, unreliable dispute resolution mechanisms, electricity shortages, and lack of access to financing are also common complaints from companies. Shifting and unevenly enforced regulations create additional burdens for investors. The GOI currently operates 176 SOEs, a legacy from decades of statist economic policy.

Investors in the IKR face many of the same challenges as investors elsewhere in Iraq, but a business-friendly investment law and a traditionally more stable security situation are generally more attractive to foreign businesses. However, in 2015, the Da’esh offensive, low oil prices, and suspended budget transfers from the GOI to the IKR have dampened foreign investment.

The U.S. government and the GOI are seeking to address impediments to trade and investment through bilateral economic dialogue mechanisms provided under the U.S.-Iraq Strategic Framework Agreement and the Trade and Investment Framework Agreement. The American Chamber of Commerce in Iraq (AmCham-Iraq), re-launched in October 2015 with the U.S. Embassy’s support, also provides a platform for commercial advocacy for the U.S. business community operating in Iraq.

Table 1

Measure

Year

Index or Rank

Website Address

TI Corruption Perceptions Index

2015

161 of 168

transparency.org/cpi2015/

World Bank’s Doing Business Report “Ease of Doing Business”

2016

161 of 189

doingbusiness.org/rankings

Global Innovation Index

2015

not ranked

globalinnovationindex.org/content/page/data-analysis

U.S. FDI in partner country ($M USD, stock positions)

2015

$2,825

million

U.S. Bureau of Economic Analysis (BEA)

World Bank GNI per capita

2014

$6,500

data.worldbank.org/indicator/NY.GNP.PCAP.CD

1. Openness To, and Restrictions Upon, Foreign InvestmentShare    

Attitude toward Foreign Direct Investment

The GOI has publicly stated its commitment to attract foreign investment, particularly given Iraq’s current fiscal challenges and the massive reconstruction needs in areas previously held by Da’esh. In December 2015 the GOI passed an amended National Investment Law (NIL) that improves investment terms for foreign investors, allows them to purchase land in Iraq for certain projects, and speeds up the investment license process. In 2015 Iraq also joined the Convention on the Settlement of Investment Disputes between States and Nations of Other States (ICSID). Nevertheless, foreign investors continue to encounter bureaucratic challenges, corruption, and a weak banking sector. Recently, the GOI has been exploring financing options to pay for large-scale development projects rather than relying on the established practice of funding investments entirely from current annual budget outlays.

According to Iraqi law, a foreign investor is entitled to make investments in Iraq on terms no less favorable than those applicable to an Iraqi investor, and the amount of foreign participation is not limited. However, Iraq’s NIL limits foreign direct and indirect ownership of most natural resources, particularly the extraction and processing of any natural resources. It does allow foreign ownership of land to be used for residential projects and co-ownership of land to be used for industrial projects when an Iraqi partner is participating.

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 United Nations Conference on Trade and Development (UNCTAD).

Laws/Regulations on Foreign Direct Investment

The NIL, amended in December 2015, provides a legal structure to protect foreign and domestic investors while also providing investment incentives. It allows both domestic and foreign investors to qualify for investment incentives equally; however, tax exemption periods are longer if the project is over 50 percent Iraqi-owned. A 2015 amendment to the NIL allows foreign ownership of land for the purpose of developing residential real estate projects. For industrial projects, foreign ownership of land is allowed if jointly owned by an Iraqi partner. Although the NIL was meant to clarify and codify investment regulations, the lack of clear and definitive implementing mechanisms creates confusion and delays in the approval of investment projects. Furthermore, the NIL does not absolve any investor from fully adhering to the requirements and mechanisms of other laws, as well as any legal requirement applicable under Iraqi law as a whole. (A copy of the amended 2015 NIL can be obtained from the National Investment Commission website http://investpromo.gov.iq/policies-and-laws/).

Under the NIL, the National Investment Commission (NIC) and the Provincial Investment Commissions (PICs) are designed to be one-stop shops that can provide information, sign contracts, and facilitate registration for new foreign and domestic investors. The NIC offers investor facilitation services on transactions including work permit applications, customs procedures, and business registration. Investors can request these services through the NIC website. However, Investment Commissions struggle to operate amid unclear lines of authority, budget restrictions, and an absence of regulations and standard operating procedures. The Investment Commissions still generally lack the authority to intercede when investors encounter bureaucratic obstacles with other Iraqi ministries.

The NIL does not apply to investment in the IKR. Under the Iraqi Constitution, some issues relevant to the overall investment climate are either shared by the federal government and the regions or are devolved entirely to the regions. Currently, the IKR, comprising four northern provinces, is the only area of Iraq with a designation as a region. Investment in the IKR operates within the framework of the Kurdistan Region Investment Law (KRIL) of 2006 and the Kurdistan Board of Investment (KBOI), which is designed to provide incentives to help economic development in areas under the authority of the Kurdistan Regional Government (KRG).

The KRIL provides specific incentives for companies to develop strategic investment projects, which the KBOI evaluates and licenses based on the project’s perceived economic and environmental impacts. If approved, a company is awarded an investment license that could include free land, a ten-year exemption from corporate taxes, and a five-year exemption from customs duties. The KBOI has approved over 750 projects since 2006. Investors who do not wish to receive the incentives for their projects under the investment law may invest without applying for the investment license by working directly with the relevant sector’s ministry.

A copy of the IKR Investment Law can be obtained from the KBOI website: http://www.kurdistaninvestment.org/docs/Investment%20Law.pdf.

In 2008, the Provincial Powers Law (Law Number 21) was adopted to decentralize governance by delineating substantial financial and administrative powers for provincial (governorate) councils. Under the 2008 law, the provincial councils enact provincial legislation, regulations, and procedures, and choose the province’s governor and two deputy governors. Governors’ offices are in charge of drafting provincial budgets and implementing federal policies. June 2013 amendments to this law mandated an increase in “petrodollar” allocations for oil and gas producing provinces as well as the establishment of budgetary instruments to give all provinces greater control of spending and revenue generation in their provinces. As a consequence of this law and subsequent amendments, all provinces would administer larger budgets and issue their own procurement tenders. In 2014 and 2015, low oil prices and scarce budget resources led to uncertain and limited “petrodollar” disbursements to provinces, thereby constraining planned infrastructure spending. Sustained political opposition by some federal ministries has prevented complete implementation of this law, including the budgetary measures that would give provinces greater financial control.

A list of Iraqi laws relevant to the Investment Process is included in “A Legal Guide to Investing in Iraq”, a collaboration between the U.S. Department of Commerce’s Commercial Law Development Program (CLDP) and the National Investment Commission (NIC): http://cldp.doc.gov/programs/cldp-in-action/details/1551

Business Registration

Foreign investors interested in establishing an office in Iraq or bidding on a public tender are required to register as a foreign business with the Ministry of Trade’s Companies Registration Department. Investors that will do business only in the IKR can register with the IKR directly. Companies that will do business in both the IKR and greater Iraq must register with the Ministry of Trade.

In order to incorporate a company in Iraq, an investor must obtain a statement from an Iraqi bank showing a minimum capital deposit. A foreign investor will also apply for an investment license from the appropriate national, regional or provincial investment commission. Companies are required to register with the General Commission for Taxation and register employees for social security (if applicable). Additional information is available at the National Investment Commission’s website: http://investpromo.gov.iq/ Companies that provide security are also required to register with the Ministry of the Interior. The steps required to register a company may be time consuming.

The National Investment Commission does not exclude businesses from taking advantage of their services based on the number of employees or the size of the investment project. The National Investment Commission can also connect investments by micro, small, and medium-sized enterprises (MSMEs) with the appropriate provincial investment council.

The Kurdistan Board of Investment (KIB) manages a streamlined investment licensing process in the IKR that assures an official response within 45 days of the initial license application. Despite bureaucratic hurdles, on the whole the KIB investment framework seems to work well. Because of overheated commercial and residential real estate markets, the KIB has moved away from approving licenses in these sectors. Businesses report some difficulties establishing local connections, obtaining qualified staff, and meeting import regulations. However, the KIB receives high marks for being helpful in resolving problems.

National Investment Commission: http://investpromo.gov.iq/

Industrial Promotion

In August 2015, the GOI announced a $4.5 billion USD lending program funded by the Iraqi Central Bank to promote development in the industrial, agricultural, and housing sectors. The program, which has not begun large-scale lending, plans to disseminate funds to specialized banks: 33 percent to the Industrial Bank, 33 percent to the Agriculture Bank, 17 percent to the Real Estate Bank, and 17 percent Housing Bank. The program plans to offer a five-year renewable credit to investors.

Traditionally, investment in Iraq has gone to energy-related projects. Article 111 of the Constitution states that Iraq’s oil belongs to the people of Iraq, therefore all international oil companies operate through technical services contracts (TSC). The current fiscal crisis has prompted the GOI to consider renegotiating international oil companies’ (IOC) contract terms, but a wholesale change to more profitable production sharing contracts has not occurred. Iraq has 143 billion barrels of proven oil reserves, the second-largest in OPEC, and oil production has reached the highest level in 35 years. Despite growing oil production capacity, inadequate infrastructure limiting storage and pumping capacity constrains Iraq’s oil export potential.

Since 2009, the GOI has held four oil and gas licensing (“bid”) rounds. Foreign firms were allowed to bid for contracts to develop a significant portion of Iraq’s oil and gas resources. Iraq has the potential to dramatically increase its production of crude oil, but internal infrastructure constraints and other factors have limited the full realization of Iraq’s potential. Iraq’s four oil and gas bid rounds were widely regarded as transparent. The first and second oil and gas licensing rounds in 2009 and 2010 were competitive, offering oil fields that were already producing oil or had proven reserves. However, the third and fourth rounds in 2011 and 2012, which focused on largely unexplored oil and gas fields, yielded far fewer contracts, due to contract terms deemed insufficient to incentivize riskier investments. Iraqi oil officials concede the need to offer better terms in future rounds, but they have not specified how contract terms might change. Iraq has also not initiated the fifth and sixth bid rounds given current security challenges in Anbar Province and budgetary constraints. The oil and gas contracts awarded to date are expected to bring in billions of dollars of investment in oil and gas-related industries and spur growth in the foreign and domestic private sector in Iraq.

Under Prime Minister Abadi, the GOI is newly committed to diversifying its economy away from reliance on oil and is seeking foreign investment in non-oil related sectors. The government is particularly interested in attracting assistance and loans from foreign financial institutions. Investment opportunities are supposed to be disseminated through the Ministries’ websites and Commercial Attaché offices. Many investment opportunities are published on the National Investment Commission’s website: http://investpromo.gov.iq/

Limits on Foreign Control and Right to Private Ownership and Establishment

According to the National Investment Regulation No. 2 of 2009, if an investment license is granted to a project, at least 50 percent of the project’s workers must be Iraqi nationals. The amended NIL also states that investors should give priority to Iraqi citizens before hiring non-Iraqi workers. As a result of popular protests in the summer of 2015, the GOI has applied pressure on foreign companies to hire more local employees. In order to generate non-oil revenues, the GOI has also encouraged foreign companies to partner with local industries and purchase Iraqi-made products. Under the NIL, investors who have obtained an investment license should be allowed to enjoy exemptions from taxes and fees for a specific time period, although those exemptions are not universally recognized. The GOI generally favors SOEs and state-controlled banks in competitions for government tenders and investment. This preference discriminates against both local and foreign investors.

Privatization Program

The GOI has repeatedly announced that it plans to reorganize failing SOEs across multiple sectors. Additionally, the GOI is eager to modernize Iraq’s financial and banking institutions. There are, however, no concrete timelines for these initiatives. Presumably, foreign investors would have an opportunity to invest in privatization projects.

Screening of FDI

According to the NIL, the GOI reserves the right to screen foreign direct investment. The U.S. Department of State is not aware of instances where this screening process has impeded foreign investments in Iraq. Several GOI Ministries, including the Ministry of Health and the Ministry of Planning, occasionally require potential investors to fill out Arab League Boycott (ALB) questionnaires, which the Iraqi Government has officially discontinued. This prevents certain investments by U.S. companies.

Competition Law

The Council of Representatives passed a Competition Law and a Consumer Protection Law in 2010. However, the Competition and Consumer Protection Commissions authorized by these laws have yet to be formed. The NIL is supposed to promote fair competition and “competitive capacities” in the local market. However, the NIL does not include specific competition legislation. The prominent role of SOEs in Iraq and corruption further undermine the competitive landscape.

2. Conversion and Transfer PoliciesShare    

Foreign Exchange

The currency of Iraq is the Dinar (IQD). Iraqi authorities confirm that in practice there are no restrictions on current and capital transactions involving currency exchange as long as underlying transactions are supported by valid documentation. The NIL allows investors to repatriate capital brought into Iraq, along with proceeds, in accordance with the law. Funds can be associated with any form of investment and freely converted into any world currency. The NIL also contains provisions that allow investors to maintain accounts at banks licensed to operate in Iraq and transfer capital inside or outside of the country.

The GOI’s monetary policy since 2003 has focused on ensuring price stability primarily by maintaining a de facto peg between the IQD and the USD while seeking to maintain exchange rate predictability. Banks may engage in spot transactions in any currency but are not allowed to engage in forward transactions in Iraqi Dinar for speculative purposes. There are no taxes or subsidies on purchases or sales of foreign exchange.

Remittance Policies

There have not been any recent changes to Iraq’s remittance policies. Foreign nationals are allowed to remit their earnings, including U.S. dollars, in compliance with Iraqi law. Iraq does not engage in currency manipulation.

Iraq is listed as a Country of Primary Concern according to the Financial Action Task Force (FATF).

3. Expropriation and CompensationShare    

Article 23 of the Iraqi Constitution prohibits expropriation in Iraq, unless done for the purpose of public benefit and in return for just compensation. The Constitution stipulates that expropriation may be regulated by law, but specific legislation regarding expropriation has not been drafted. Article 9 of the amended NIL also guarantees non-seizure or nationalization of any investment project covered by the provisions of this law, except in the cases where an absolute judicial judgment has been reached. It prohibits expropriation of an investment project, except in cases of public benefit and with fair compensation. Iraq’s Commercial Court is charged with resolving expropriation cases. In 2003, the Government of Iraq established the Commission for the Resolution of Real Property Disputes (CRRPD) to resolve property disputes under the Saddam regime. Over the past five years, there have not been any government actions or shifts in government policy that would indicate possible expropriations in the foreseeable future.

In the IKR, if the KBOI determines that investors are using land awarded under investment licenses for purposes other than those outlined in the license, it can impose fines and potentially confiscate the land. Article 17 of the IKR investment law outlines an investor’s arbitration rights, which fall under the civil court system. Arbitration clauses should be written into local contracts in order to facilitate enforcement in the event of a dispute.

4. Dispute SettlementShare    

Legal System, Specialized Courts, Judicial Independence, Judgments of Foreign Courts

Iraq has a civil law system, although Iraqi commercial jurisprudence is relatively underdeveloped. During decades of war and sanctions, Iraqi courts became isolated from developments in international commercial transactions. Corruption and bureaucratic bottlenecks remain a problem. As trade with foreign parties increases, Iraqi courts have seen a significant increase in complex commercial cases. Contracts should be enforceable under Iraqi law. In practice, however, contract enforcement in Iraq proves problematic due to unclear regulations, lack of decision-making authority, and corruption.

In November 2010, Iraq’s Higher Judicial Council established the First Commercial Court of Iraq, a court of specialized jurisdiction for disputes involving foreign investors as part of a national strategy to improve Iraq’s investment climate. This court began hearing cases in January 2011. It has jurisdiction only over cases involving foreign parties in Baghdad province. The court received 5 cases in 2015 and over 500 cases since its establishment. Over 350 of these cases have been adjudicated, many in as few as 30 days, since the judges are able to give their full attention to these cases. This record stands in stark contrast to general jurisdiction trial courts that receive up to 30 cases per day and do not give priority to commercial cases, thereby causing commercial cases to be delayed for months or years before a resolution is achieved. Iraqi judicial officials have since created two additional commercial courts in Najaf and Basrah. Given that all of Iraq’s ministries are located in the capital, and the vast majority of commercial cases involve a foreign party and an Iraqi government agency, the Baghdad Commercial Court reviews far more commercial cases than the general jurisdiction courts in the surrounding provinces. In the IKR, commercial disputes are handled through the civil court system.

Iraq is a signatory to the League of Arab States Convention on Commercial Arbitration (1987) and the Riyadh Convention on Judicial Cooperation (1983). Iraq formally joined the ICSID Convention on December 17, 2015.

Iraq is considering, but has not yet signed or ratified, the convention on Recognition and Enforcement of Foreign Arbitral Awards (1958 New York Convention) and the ad hoc arbitration rules and procedures established by the UN Commission on International Trade Law (UNCITRAL Model Law). The enforcement of arbitral awards must comply with the special requirements set forth in current Iraqi civil procedure law and other related laws.

Additional information can be found in “A Legal Guide to Investing in Iraq:” http://cldp.doc.gov/programs/cldp-in-action/details/1551

Bankruptcy

Under Iraqi law, an Iraqi debtor may file for bankruptcy, and an Iraqi creditor may file for liquidation of the debtor. Bankruptcy is not criminalized. The Iraqi Companies Law regulates the process for liquidation of legal entities. Nevertheless, the mechanism for resolving insolvency remains opaque. Iraq ranks 189 out of 189 countries in the category of Resolving Insolvency, according to the World Bank’s 2016 Doing Business Report.

Investment Disputes

Procedures to resolve investment disputes in Iraq can be lengthy given bureaucratic bottlenecks, an unclear decision making structure, and a judiciary system that lacks capacity. Some U.S. companies have decades-long investment disputes that they have been unable to resolve with the GOI. Many investment claims center on large fines levied by the GOI that foreign investors are unwilling to pay. Recently, foreign investors have struggled to receive timely payments for public contracts.

Domestic arbitration is currently covered under Articles 251-276 of the Iraqi Civil Procedure Code, which governs the enforcement of arbitration agreements and awards. Article 27 of the NIL, which details the rights of Iraqis and foreigners with respect to Iraqi law, refers to dispute resolution. However, the absence of implementing regulations makes application of the law difficult.

International Arbitration

Iraqi courts are given precedence over international arbitral awards. Iraqi courts, for example, permit judges to review the merits of an internationally arbitrated case. Domestic arbitration is currently covered under Articles 251-276 of the Iraqi Civil Procedure Code No. 83, which govern the enforcement of arbitration agreements and awards. However, it was applied only to domestic arbitration until a 2012 decision in the Ministry of Finance v. Fincantieri case, which was issued by the Baghdad Commercial Court and affirmed by the Court of Cassation. The ruling allows courts to apply the Civil Procedure Code to international arbitration agreements and awards instead of forcing parties to waive their contractual rights to resolve their disputes outside of Iraqi courts by not recognizing international arbitration. The Baghdad Commercial Court incorporated international principles embodied in the New York Convention and the UNCITRAL model law to determine the existence of an arbitration agreement, due to ambiguity in Iraq’s Civil Procedure Code. However, as a civil law jurisdiction, Iraqi courts are still limited to the unambiguous provisions of the Civil Procedure Code, which, for example, permits judges to review the merits of an arbitrated case, unlike modern arbitration regimes. Therefore, these court decisions serve only as temporary measures until such time as Iraq passes the necessary domestic law and accedes to the New York Convention.

In 2012, a committee formed by the Council of Ministers Secretariat finalized a draft domestic arbitration law, which is largely based on the UNCITRAL model law with several articles taken from the Egyptian domestic arbitration law. In contrast to Iraq’s current arbitration provisions, the draft law requires Iraqi courts to enforce foreign arbitral awards and limits the role of courts’ discretion to refuse enforcement, a fundamental component of the UNCITRAL model law. The draft law has been approved by the Iraqi Shura Council, but is still under review by the Council of Ministers. If it is approved by the Council of Ministers, it will be sent to the Council of Representatives for a vote.

ICSID Convention and New York Convention

Iraq acceded to the International Center for Settlement of Investment Disputes (ICSID Convention) in December 2015. Iraq adopted Law 64 in 2012 before signing the ICSID Convention. Iraq is not a contracting state to the convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958 New York Convention).

Duration of Dispute Resolution – Local Courts

According to the World Bank’s 2016 Doing Business Report, the average number of days it takes to enforce a contract in Iraq is 520 days. Anecdotal reporting suggests dispute proceedings generally are a prolonged process given Iraq’s lack of capacity to handle complex commercial litigation. Opaque procedures, lengthy court proceedings, and frequent delays hinder judicial processes. Some GOI Ministries have requested that foreign investors travel to Iraq themselves to negotiate a resolution in person, which also results in delays.

5. Performance Requirements and Investment IncentivesShare    

WTO/TRIMS

Iraq has observer status with the World Trade Organization (WTO).

Investment Incentives

The amended NIL offers foreign investors several exemptions for qualified investments, including a ten-year exemption from taxes, exemptions from import duties for the necessary equipment and materials throughout the period of project implementation, and exemption from taxes and fees for primary materials imported for commercial operations. The exemption increases to fifteen years if Iraqi investors own more than 50 percent of the project. The NIL also allows investors to repatriate capital brought into Iraq, along with proceeds, in accordance with the law. Foreign investors are able to trade in shares and securities listed on the Iraqi Stock Exchange. Hotels, tourist institutions, hospitals, health institutions, schools, and colleges also are granted additional exemptions from duties and taxes on their imports of furniture, tools, equipment, machinery, and means of transportation.

Foreign and domestic companies may also be exempted from taxes on profits if they have contracts with the GOI to execute projects within the National Investment Plan, which is prepared annually by the Ministry of Planning. The GOI ministries overseeing investment projects are responsible for providing updates for the list of investment contracts to the Tax Commission in the Ministry of Finance. Companies (foreign and domestic) that have registered businesses in order to execute contracts outside the National Investment Plan do not receive tax exemptions. However, in some exceptions, GOI entities have negotiated partial or short-term tax exemptions for companies as part of a project contract.

Petroleum contracts signed by the Ministry of Oil are not included on this list. Income tax language is included in GOI petroleum contracts and applies to each consortium and its partners. Contract language was ratified by Council of Representatives and supersedes the Tax Code. Secondary contracts issued by consortiums holding primary petroleum contracts are treated differently. The consortium is required to withhold 7 percent from secondary contracts for remittance to the GOI. Companies pay a profit tax in the amount of 15 percent unless they operate in the oil sector where a 35 percent tax profit rate applies to profits. Defining the activities which constitute “petroleum activities” (and are thus subject to 35 percent vs. 15 percent tax rate) is a gray area subject to interpretation. Any business or individual considering doing business in Iraq should obtain competent Iraq tax advice from an accountant or attorney. Tax treatment for petroleum contracts issued by the KRG is unknown since those contracts have not been ratified by the Council of Representatives.

Under the IKR’s investment law, foreign and national investors are treated equally and are eligible for the same benefits. Foreign investors may choose to invest in the IKR with or without local partners, and full repatriation of profits is allowed. While investors have the right to employ foreign employees in their projects, priority is given to awarding projects that employ a high share of local staff and ensure a high degree of knowledge transfer. Additionally, the law allows an investor to transfer his investment totally or partially to another foreign investor with the approval of the KBOI.

Research and Development

Not applicable.

Performance Requirements

In February 2016, the GOI implemented Labor Law No. 37 which allows for collective bargaining, further limits child labor, and provides improved protections against discrimination at work and sexual harassment at work. The law also enshrines the right to strike, banned since 1987. Under the law, the GOI will no longer restrict workers to affiliate with only one union or federation, and coverage is expanded to include all workers not covered by Iraq’s civil service law. The law describes two categories of workers: local Iraqis and foreign workers employed by Iraqi entities or working in the GOI. The law does not explain how it applies to foreign workers employed by foreign companies in Iraq.

According to the 2015 amended NIL, foreign workers may be hired for investment projects, when needed, after priority has been given to Iraqi workers. However, according to National Investment Regulation No. 2 of 2009, at least 50 percent of an investment project’s workers must be Iraqi nationals. International companies have noted that Iraq lacks a skilled labor force and it can be a challenge to meet this requirement. Furthermore, foreign investors are expected to help train Iraqi employees to increase their efficiency, skills, and capabilities.

In the IKR, hiring locally is encouraged, but not mandated by either the KRIL or the 2011 Employment Policy of the KRG Ministry of Labor and Social Affairs. In the IKR, foreign employees must obtain a security clearance issued by the KRG Ministry of Interior, a medical clearance which includes an HIV test, and a work permit issued by the KRG Ministry of Labor and Social Affairs before applying for the residency permit required for legal employment. Some foreign companies have reported prolonged delays in obtaining necessary residency permits for foreign workers. Additional clearances are required in order to appoint foreign nationals as managers of foreign limited liability companies.

Foreign investors can apply for an Iraqi visa at Iraqi Embassies, or in some cases, through the National Investment Commission. Obtaining visas for foreign contractors can take several months. All visitors and new residents to Iraq, with the exception of those traveling on a tourist visa, must have a blood test for HIV and hepatitis within 10 days of arrival or face a fine. The test must then be repeated every 90 days while in Iraq. Foreign investors staying longer than 10 days must obtain a residency stamp from a Residency Office located in each provincial capital. Once in Iraq, foreign investors and employees must obtain work permits, and the process for doing so is often lengthy and unpredictable. There are frequent instances when work is delayed because foreign employees are unable to receive a visa.

The KRG does not require HIV tests if the travel is shorter than 15 days. U.S. citizens traveling to the IKR can obtain an airport-issued IKR visa upon arrival that is valid for 15 days; however, this visa is not valid outside the IKR. U.S. citizens who plan to stay for longer than 15 days require an extension to their IKR visa. Domestic travel outside of the IKR will require compliance with GOI requirements.

Additional information can be found on the U.S. Department of State’s website: www.travel.state.gov

Data Storage

The GOI does not follow any forced localization policy in which foreign investors must 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.

6. Protection of Property RightsShare    

Real Property

Prior to the 2009 amendment to the NIL, Iraqi law did not allow foreigners to own land. The amended NIL allows foreign interests to own land in Iraq for the express 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 fifty years, with a possible option to renew. In December 2010, the GOI approved implementing regulations to the NIL, in the form of a Prime Ministerial decree (regulation seven). The regulations 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 decree requires the Department of Real Estate to revoke the land registration from domestic or foreign investors who do not carry out the obligations of their agreement.

For non-residential, commercial investment projects - including agriculture, services, tourism, commercial, and industrial projects - the decree allows for leasing and allocation of government land, but not sole ownership. The terms and duration of these leases will vary, depending on the type of project and 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 to 25 percent, amount to significant rent reductions for leased land, as specified by type of investment project in the decree. Iraqi authorities are still in the process of interpreting these regulations and applying them to specific licensees.

In the IKR, foreign land ownership is allowed under Law Number 4 of 2006. The KBOI initially awarded more than half of all investment licenses to housing projects, though the lack of a clear sector strategy and speculation in housing properties prompted the board to freeze all new investment licenses issued in the sector in mid-2012. Investment licenses that include land ownership are more likely to be issued in the KBOI’s priority sector development areas of agriculture, industry, and tourism. However, issues regarding timely transfer of land title have sometimes slowed projects.

Mortgages and liens exist in Iraq, and there is a national record system. However, mortgages are not common. Iraq ranks 117 out of 189 countries on the 2016 World Bank’s “registering property” index.

Intellectual Property Rights

Legal structures that protect intellectual property (IP) rights in Iraq are inadequate, and infringements are common. There is a significant presence of counterfeit products in the Iraqi marketplace. According to a 2014 study by the Business Software Alliance on self-reported piracy, 86 percent of Iraq’s software was unlicensed in 2013. Both private and state-owned-enterprises have reported losing tenders to competitors who stole their blue-prints. These complaints pertained to tenders in the oil, housing, and construction sectors. During the past year, no new IP-related laws or regulations have been enacted. The GOI attempts to track seizures of counterfeit medicines. Reporting is inconsistent.

The GOI’s ability to enforce IP protections remains weak, and IP responsibilities are currently spread across several ministries. The Ministry of Culture handles copyrights, and the Ministry of Industry and Minerals (MIM) houses the office that registers trademarks. The Central Organization on Standards and Quality Control (COSQC), an agency under the Ministry of Planning, handles the patent registry and the industrial design registry. The Ministry of Planning’s patent registry office has occasionally included Arab League Boycott questionnaires in the patent registry application. U.S. companies are not allowed under U.S. law to complete Arab League Boycott questionnaires.

The GOI is in the process of developing a new IP law to comply with the WTO Agreement on Trade Related Aspects of Intellectual Property Rights (TRIPS). The draft law covers patents, trademarks, and copyrights. If enacted and accompanied by strong implementing regulations, the new law would help consolidate IP protection functions into a “one-stop” IPR office. Although the new draft would offer adequate statutory IPR protections, it has been stalled in the legislative review process since mid-2007.

The U.S. Government is continuing efforts to bolster understanding of intellectual property rights and build GOI capacity to protect them. In June 2012, the Federal Court of Cassation, the highest civil court in Iraq, upheld a finding by the Baghdad Commercial Court that ruled in favor of a U.S. firm in a trademark dispute, setting a positive precedent for IP protection in Iraq. The Commercial Court has jurisdiction over commercial disputes that involve at least one foreign party and disputes over various commerce-related issues including trade, real estate, banking, trademarks and intellectual property, transportation, and other areas. It was established in November 2010 under the Higher Judicial Council with the assistance of the U.S. Department of Commerce’s Commercial Law Development Program, which provided technical assistance and training to Iraqi judges who serve on the court.

Iraq is a signatory to several international intellectual property conventions and to regional or bilateral arrangements, which include: 1) the Paris Convention for the Protection of Industrial Property (1967 Act), ratified by Law No. 212 of 1975; 2) the World Intellectual Property Organizations (WIPO) Convention, ratified by Law No. 212 of 1975. Iraq became a 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).

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/.

Iraq is not listed in USTR’s Special 301 report or notorious market report.

Resources for Rights Holders

A copy of the public list of local lawyers can be obtained by emailing BaghdadACS@state.gov.

The American Chamber of Commerce in Iraq can be reached at: inquiries@amcham-iraq.org

7. Transparency of the Regulatory SystemShare    

Iraq’s overall regulatory environment remains relatively opaque and competition does not encourage a “level playing field” for investors. Corruption, unclear regulations, and bureaucratic bottlenecks are major challenges for investors that bid on public procurement contracts or seek to invest in major infrastructure projects. Iraq’s commercial and civil laws generally fall short of international norms. There are few provisions regarding commercial competition. The NIL does not establish a full legal framework governing investment.

The absence of other laws in areas of interest to foreign investors also creates ambiguity. Iraq’s Legislative Action Plan for the Implementation of WTO Agreements – the legislative “road map” for Iraq’s eventual WTO accession – requires competition and consumer protection laws that are critical for leveling the business playing field. The Council of Representatives passed a Competition Law and a Consumer Protection Law in 2010; however, the Competition and Consumer Protection Commissions authorized by these laws have yet to be formed. Without these Commissions, investors do not have recourse against unfair business practices such as price-fixing by competitors, bid rigging, or abuse of dominant position in the market.

The way in which the Iraqi government promulgates regulations can be opaque and lends itself to arbitrary use. Regulations imposing duties on citizens or private businesses are required to be published in the official government gazette. However, there is no corresponding requirement for the publication of internal ministerial regulations. This loophole allows bureaucrats to create internal requirements or procedures with little or no oversight, which can result in additional burdens for investors and other businesspersons.

Accounting, legal, and regulatory procedures are opaque, inconsistent, and generally do not meet the standard of international norms. Draft bills, including investment laws, are not available for public comment.

The GOI encourages private sector associations, and the Iraqi government is actively trying to promote a private banking association. Nevertheless, private sector associations are generally not influential, given the dominant role of SOEs in Iraq’s economy.

In the IKR, the KRG adopted a Consumer Protection Law through its passage of Law Number 9 of 2010. However, investors sometimes find it challenging to de-conflict seemingly opposing regulations from relevant stakeholder ministries and investment entities. The promulgation of new regulations with little advance notice and requirements related to investment guarantees have also slowed projects. While the KRIL does not stipulate that a local partner is necessary to acquire an investment license, government officials sometimes encourage this practice.

8. Efficient Capital Markets and Portfolio InvestmentShare    

Iraq remains one of the most under-banked countries in the Middle East. The Iraqi banking system includes seven state-owned banks, with the three largest (Rafidain Bank, Rasheed Bank, and the Trade Bank of Iraq) accounting for about 96 percent of banking sector assets. Nearly 20 foreign banks either have licensed branches in Iraq or have strategic investments in Iraqi banks. By law, the Central Bank may only exchange currency to be used for purchases of legitimate goods and services.

Iraq’s economy remains primarily cash-based. Credit is difficult and expensive to obtain. Iraq ranks 181 out of 189 in terms of the ease of getting credit on the World Bank’s 2016 Doing Business Report. Although the volume of lending by privately owned banks is growing, most privately-owned banks do more business providing wire transfers and other fee-based transaction services than lending. Businesses are largely self-financed or obtain credit from individuals in private transactions. State-owned banks mainly make financial transfers from the government to provincial authorities or individuals, rather than business loans.

The Trade Bank of Iraq (TBI) was established as an independent government entity under CPA Order No. 20 in 2003. The TBI’s main purpose is to provide financial and related services to facilitate trade, particularly through letters of credit (LCs). In 2009, the Ministry of Finance opened the government LC market by granting private banks permission to issue LCs below USD 4 million. The ceiling was later raised to USD 10 million. Virtually all government LCs are processed by the TBI, which has stated that it transfers a number of LCs under $5 million USD to private banks.

The NIL allows foreign investors to exchange shares and securities listed in the Iraqi Stock Exchange (ISX), and the GOI welcomes foreign portfolio investment.

Money and Banking System, Hostile Takeovers

The GOI has had limited success reforming its two largest state-owned banks, Rafidain and Rasheed. Private banks are mostly active in currency exchanges and wire transfers. The CBI is Iraq’s central bank, headquartered in Baghdad, with a branch in Basrah. The CBI also has branches in Erbil and Sulaimaniyah, which are managed by the Kurdistan Regional Government and have limited interactions with the Baghdad CBI. The Iraqi Kurdistan Region also has a separate public banking system connected to the regional government.

9. Competition from State-Owned EnterprisesShare    

State-owned enterprises (SOEs) are active across all sectors in Iraq. GOI ministries currently own and operate over 176 SOEs, a legacy of the state planning system. Many Iraqi SOEs are unproductive, and the GOI’s continued support of unprofitable entities places a substantial fiscal burden on Iraq. These firms employ over half a million Iraqis, many of whom are underemployed. The degree to which SOEs compete with private companies varies by sector; SOEs face the most competition in the market for consumer goods. The GOI has expressed a commitment to reforming the SOEs and taking steps toward privatization.

Law 22 of 1997 and the NIL provide the regulatory framework for the operations of SOEs and joint ventures between foreign companies and SOEs. Law 22 is complex, and several articles are ambiguous regarding the rights and privileges that SOEs enjoy. Article 15.3 of Law 22 allows Iraqi SOEs to engage in partnership agreements or joint ventures with foreign companies. However, the lack of clarifying regulations has created difficulty in implementation. Ministries have faced challenges in reviewing partnership agreements without sufficient criteria to determine if the agreements would be effective or successful. When parent ministries wish to initiate a joint partnership for an SOE under their purview, they generally advertise the tender on their ministry’s website. Joint partnerships are negotiated on a case-by-case basis, and the minister’s approval is required. The Ministry of Industry and Minerals (MIM), which oversees the largest number of Iraq’s SOEs, received the Council of Ministers’ approval in 2013 to institute the following requirements for joint partnerships: 1) change the required minimum duration to three years; 2) add a requirement that the foreign company register a company office in Iraq; and 3) add a requirement that the foreign company participate in the production of goods.

According to the Prime Minister’s Advisory Council, foreign companies have faced challenges in joint partnerships because the GOI sometimes cut subsidies to the SOE after partnerships were formed, the employment policies and salary decisions were dictated by the parent ministry, and gaps between the GOI’s official policy and practices affected their bottom line. 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.

GOI entities are required to give preferential treatment to SOEs under multiple laws. A 2009 Council of Ministers’ decision requires all Iraqi government agencies to procure goods from SOEs unless the SOE cannot fulfill the quality and quantity requirements of the tender. A Board of Supreme Audit decision requires government agencies to award SOEs tenders if the SOE’s bid is 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 the Iraqi SOE states that it cannot fulfill the order. Sometimes a foreign firm must form a partnership with an Iraqi firm to fulfill tenders promulgated by SOEs.

State-owned banks have provided SOEs with approximately $11 billion USD in loans in order to finance salaries since 2003, although many SOEs that received these loans were unable to repay; SOEs also receive research and development subsidies. Under Article 16 of the 2008 Regulations for Implementing Government Contracts (Law No. 1), SOEs are exempt from bid bond and performance bond requirements. While the Iraqi budget outlines the funds that the SOEs will receive, both for operational costs as well as for salary payments, the SOEs do not always receive the exact figure allocated. As a result of years of sanctions and war, most of these SOEs suffer from underinvestment or actual physical damage. Many of them are not commercially viable due to bloated payrolls and obsolete equipment, although some have adapted and are producing goods for the domestic market.

In 2015, the MIM developed a plan to restructure its 59 SOEs. Under the proposed plan, the MIM would rate SOEs based on their profitability and degree of government dependence. Unprofitable SOEs that are unable to cover payroll obligations would be sold or shutdown. The timeline for this project is still unclear. Article 15 of the 2016 Federal General Budget Law promotes the expansion of private investment in SOEs. In February 2016 the Cabinet decided in an emergency meeting to form a higher commission to implement Article 15 that would be chaired by the Minister of Planning and representatives from the Ministry of Finance, the General Secretariat of the Council of Ministers, and the NIC. The GOI recognizes that SOEs are a heavy burden on the economy, but implementation of the GOI’s reforms has been slow.

Iraq is not party to the Government Procurement Agreement within the framework of the WTO.

OECD Guidelines on Corporate Governance of SOEs

Articles 20-25 of Law 22 specify the selection process of an SOE’s Board of Directors. The law includes provisions to introduce a degree of autonomy. For example, it requires that the minister’s sole appointment to the Board of Directors receive the approval of an “Opinion Board.” Nevertheless, in practice, the majority of board members have close personal and political connections to the parent ministry’s leadership.

SOEs do not adhere to OECD Guidelines. Iraq does not have a centralized ownership entity that exercises ownership rights for each of the SOEs. SOEs are required to seek their parent ministry’s approval for certain categories of financial decisions and operation expansions. However, in practice, SOEs defer to the parent ministry for the vast majority of decisions. SOEs submit financial reports to their parent ministry’s audit departments and the Board of Supreme Audit. These reports are not published and sometimes exclude salary expenses.

Sovereign Wealth Funds

Iraq does not have a sovereign wealth fund.

10. Responsible Business ConductShare    

The international oil companies active in Iraq are required to observe international best practices in corporate social responsibility (CSR) as part of their contracts with the GOI. Nevertheless, the GOI does not have policies in place to promote CSR and raise awareness of environmental and social issues among investors. The concept of CSR is not widely recognized in Iraq and few NGOs and business associations are monitoring it. Iraq has not subscribed to the OECD’s Guidelines for Multinational Enterprises. As security and business conditions improve in Iraq, awareness of CSR is likely to increase.

In the IKR, oil companies are mandated in their production sharing contracts with the KRG to give back to the communities in which they work. Agreements require yearly payments from which the KRG Ministry of Natural Resources (MNR) then allocates funds for capacity-building projects.

According to the amended 2015 NIL, investors are required to protect the environment and adhere to quality control systems in Iraq and under international regulations. These include soil testing requirements on the land designated for the project as well as conducting an environmental impact study. In practice, the GOI lacks a mechanism to inforce environmental protection laws and implementation is limited.

Iraq became a member of the Extractive Industries Transparency Initiative (EITI) in 2009. The Government of Iraq established a 15-person committee to work on EITI, including several Directors General within the Ministry of Oil, four representatives from NGOs, as well as oil company executives. The committee has provided required reports through 2013. Due to budgetary constraints, the Ministry of Oil did not allocate funds to the Committee in 2015 or 2016 and transparency awareness trainings have stalled.

11. Political ViolenceShare    

Numerous insurgent groups, including Da’esh, remain active and terrorist activity and violence persist in many areas of the country. Da’esh controls Mosul, Iraq's second largest city, as well as significant territory in northern, western, and central Iraq, particularly along the Tigris and Euphrates valleys, and the group continues to attack Iraqi security forces in those areas. Terrorist attacks within the Iraqi Kurdistan Region (IKR) occur less frequently than in other parts of Iraq, although the Kurdistan Regional Government (KRG), U.S. Government facilities, and western interests remain possible targets, as evidenced by the April 17, 2015 bombing in the public area outside U.S. Consulate General Erbil. In addition, anti-U.S. sectarian militias may threaten U.S. citizens and western companies throughout Iraq.

The U.S. Government considers the potential threat to U.S. Government personnel in Iraq to be serious enough to require them to live and work under strict security guidelines. All U.S. government employees under the authority of the U.S. Chief of Mission must follow strict safety and security procedures when traveling outside the Embassy and Consulates. In addition, the internal security policies of the U.S. Mission in Iraq may be changed or adjusted at any time and without advance notice. The Mission will regularly restrict or prohibit movements by its personnel, often on short notice and for security threats or demonstrations. State Department guidance to U.S. businesses in Iraq advises the use of protective security details. Detailed security information is available on the U.S. Embassy website: http://iraq.usembassy.gov/ Some U.S. and third-country business people travel throughout much of Iraq; however, in general their movement is restricted, and most travel with security advisors and protective security teams.

12. CorruptionShare    

Iraq ranked 161 out of 168 on Transparency International’s 2015 Corruption Perception Index. Public corruption is a major obstacle to the development of Iraq’s economy and to political stability. Corruption is pervasive in government procurement, the awarding of licenses or concessions, dispute settlements, and customs implementation. Targeting corruption has been a key element of Prime Minister Abadi’s reform agenda, and public protests throughout the country continue to call for the removal of corrupt officials. The Prime Minister formed a committee in January 2015 to approve and coordinate anti-corruption efforts that includes the Commission of Integrity (COI) Acting Commissioner, the Minister of Finance, the Minister of Planning, the President of the Board of Supreme Audit, and the Council of Ministers Secretary (COMSEC) Secretary General.

In theory, anticorruption laws apply to all citizens of Iraq. In practice, there are many anecdotal accounts that suggest government officials and their family members are frequently involved in corrupt practices. According to UNDP data, 95 percent of bribery incidents go unreported. While large-scale investment opportunities exist in Iraq, particularly for sophisticated investors, corruption remains a significant impediment to conducting business, and foreign investors can expect to contend with it in many forms. While the GOI has moved toward greater effectiveness in reducing opportunities for procurement corruption in sectors such as electricity, oil, and gas, credible reports of corruption in government procurement are 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. Similarly, there are widespread reports of corruption involving government payrolls, ranging from “ghost” employees and salary skimming to nepotism and patronage in personnel decisions. Moving goods into and out of the country continues to be difficult, and bribery of port officials is reportedly common; Iraq ranks 178 out of 189 countries in the category of “Trading Across Borders” in the World Bank’s 2016 Doing Business report.

In 2015, Iraq passed a new Anti-Money Laundering/Counter Terrorism Financing (AML/CTF) law, which entered into force in October 2015. However, implementation of the law has been slow, and international financial institutions continue to cite AML/CFT deficiencies as an impediment to starting or increasing operations in Iraq. Iraq joined the Middle East North Africa Financial Action Task Force (MENAFATF) in 2005, and underwent its first ever Mutual Evaluation (ME) in 2012. Iraq has made a high-level political commitment to work with the Financial Action Task Force (FATF) and MENAFATF to address its remaining strategic AML/CTF deficiencies, including through a draft law. However, the war against Da’esh has prevented the GOI from fully executing its plans.

There are three principal institutions specifically designated to address the problem of corruption in Iraq. CPA Order 57 established Inspectors General (IGs) for each of Iraq’s ministries. Similar to the role of IGs in the U.S. Government, these offices are responsible for inspections, audits, and investigations within their ministries. The Commission of Integrity (COI), initially established under the Coalition Provisional Authority (CPA), is an independent government agency responsible for pursuing anti-corruption investigations, upholding enforcement of laws, and preventing crime. The COI investigates government corruption allegations and refers completed cases to the Iraqi judiciary. COI Law No. 30, passed in 2011, updated the CPA provisions by granting the COI broader responsibilities and jurisdiction through three newly created directorates: asset recovery, research and studies, and the Anti-Corruption Academy. None of these organizations are an effective check on public corruption.

The Board of Supreme Audit (BSA), established in 1927, 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. In October 2012, several amendments to the BSA’s authorizing legislation, including a name change to the Federal Board of Supreme Audit (FBSA), gave it jurisdiction over audits of all federal revenues, including any revenues received from the IKR.

Neither the COI nor the IGs have effective jurisdiction within the IKR. The Kurdistan Board of Supreme Audit audits regional revenues with Iraqi Kurdistan Parliament’s (IKP) oversight. The IKP passed the Commission on Public Integrity (Law Number 3) in 2011, which established a regional Commission of Integrity (KCOI) that began its work in late 2013. The IKP passed an amendment to the law in May 2014 that gave the KCOI increased jurisdiction over other branches of government, and made the KCOI responsible for investigating money laundering. The Commission launched an initiative in early 2014 to collect financial declaration forms from public officials at the director general-level and above. They received a 95 percent response rate and have begun to check the disclosure documents against other public records. The Commission’s office, located in Erbil, is divided into four sections: prevention and transparency, legal and investigative affairs, finance and administration, and the Office of the Commissioner.

UN Anticorruption Convention, OECD Convention on Combatting Bribery

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 COI or the Inspector General of the GOI ministry or body engaging in corruption.

Commission for Integrity
Department of complaints and reports
Mobile: 07901988559
Landline: 07600000030
Hotline@nazaha.iq

13. Bilateral Investment AgreementsShare    

Bilateral Taxation Treaties

Iraq does not have a BIT or a bilateral taxation treaty with the United States. The U.S.-Iraq Strategic Framework Agreement (http://photos.state.gov/libraries/iraq/216651/US-IRAQ/us-iraq-sfa-en.pdf) provides forums to address impediments to investment and trade through Joint Coordination Committees on: 1) Trade and Finance; 2) Energy; and 3) Services, Technology, Environment, and Transportation. On May 31, 2013, the Trade and Investment Framework Agreement (TIFA) between the Governments of Iraq and the United States entered into force and the inaugural TIFA Council meeting took place in March 2014 in Washington, D.C. The TIFA provides a framework for dialogue to increase trade and investment cooperation between the two countries.

Iraq is a signatory to investor protection agreements or memorandums of understanding with 35 bilateral partners and nine multilateral groupings. The agreements include arrangements on Investments Promotion and Protection (IPPA) within the Arab League, as well as arrangements with Afghanistan, Bangladesh, India, Iran, Japan, Jordan, Kuwait, Germany, Mauritania, Republic of Korea, Sri Lanka, Syria, Tunisia, Turkey, the United Kingdom, Vietnam, and Yemen. In 2010, Iraq concluded BITs with France, Germany, and Italy; the BITs with France and Germany were ratified by the Iraqi Council of Representatives in 2012, while the BIT with Italy has yet to be ratified. In 2012, the GOI concluded a bilateral investment agreement with Armenia, and it concluded new investment agreements with Jordan and Kuwait in 2013. The Council of Ministers approved the agreements with Jordan and Kuwait in March 2014, and forwarded them to the Council of Representatives for ratification. 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. However, the Iraqi government’s ability and willingness to enforce such provisions remains untested. Additionally, Iraq has bilateral free trade (FTA) agreements with the following 11 countries: Algeria, Egypt, Jordan, Lebanon, Oman, Qatar, Sudan, Syria, Tunisia, Yemen, and the United Arab Emirates. Iraq is also a signatory to several multilateral agreements, including the 1982 “Taysir” trade agreement with Arab countries.

14. OPIC and Other Investment Insurance ProgramsShare    

OPIC’s current outstanding commitment in Iraq in loans and insurance is $91 million with an additional $40 million in commitments. OPIC is currently reviewing a number of project proposals, primarily in the health care, tourism and housing sectors, and an expansion of a successful microfinance project. On June 24, 2013, the Investment Incentive Agreement (IIA) between the United States and the GOI entered into force, thereby formally establishing the necessary conditions for OPIC to provide financing and political risk insurance in Iraq. Previously, OPIC offered its programs in Iraq on a temporary basis through a Congressional waiver of OPIC’s statutory IIA requirement. The IIA provides long-term certainty to the availability of the full range of OPIC investment support programs, which can facilitate increased U.S. investment in Iraq. OPIC has invested in two projects in the IKR and has provided funding for a small and medium-sized enterprise credit organization.

15. LaborShare    

Iraq continues to face a high level of violence and insecurity, high unemployment, a large informal sector, lack of satisfactory work standards, and a large unskilled labor force. Domestic and foreign investors often cite the lack of skilled Iraqi labor as one of the major impediments to investing in Iraq. Decades of political instability and violence have led many highly-educated Iraqis to leave the country. The war against Da’esh and the displacement of more than 3.3 million Iraqis have further disrupted local employment, although reliable data is not available. Due to their dislocation, most internally displaced persons (IDPs) have been unable to find jobs or pursue livelihood activities that would provide substantial support for their families. Female IDPs were increasingly vulnerable to economic exploitation and discriminatory employment conditions.

In 2015, the UNDP estimated the unemployment rate at 15.3 percent and noted that unemployment among Iraqi youth with higher education was above the national youth unemployment average. Employment in the agricultural sector represented 23.4 percent and employment in the services sector represented 58.3 percent. According to UNDP data from 2014, the government accounted for 40 percent of all jobs; with a higher percentage in urban areas (45 percent) than in rural areas (28 percent). Those not employed in the public sector were either employed by the private sector, worked on the informal economy, or were unemployed. While accounting for 65 percent of Iraq’s GDP and over 90 percent of government revenue, the oil sector currently employs only 1 percent of the total labor force.

According to the 2015 amended NIL, foreign workers may be hired for investment projects, when needed, after priority has been given to Iraqi workers. However, according to National Investment Regulation No. 2 of 2009, at least 50 percent of an investment project’s workers must be Iraqi nationals. International companies have noted that Iraq lacks a skilled labor force and it can be a challenge to meet this requirement. As a result, foreign investors tend to rely on foreign workers. Foreign investors are expected to help train Iraqi employees to increase their efficiency, skills, and capabilities. In the IKR, hiring locally is encouraged, but not mandated by either the KRIL or the 2011 Employment Policy of the KRG Ministry of Labor and Social Affairs. In the IKR, foreign employees must obtain a security clearance issued by the KRG Ministry of Interior and a work permit issued by the KRG Ministry of Labor and Social Affairs before applying for the residency permit required for legal employment. Some companies have reported prolonged delays in obtaining necessary residency permits for foreign workers.

The Iraqi Constitution states that citizens have the right to form and join unions and professional associations, but it does not permit independent unions. Iraq is a party to both ILO 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 children. However, the GOI has not effectively monitored or enforced the law, which has resulted in unacceptable working conditions for many workers.

In February 2016, the GOI implemented a new labor law that was drafted with the assistance of the International Labor Organization (ILO) and is more consistent with current international standards. It also applies in the KRG. Labor Law No. 37 allows for collective bargaining, further limits child labor, and provides improved protections against discrimination at work. For the first time, the labor law addresses sexual harassment at work and provides protection against it. The law also enshrines the right to strike, banned since 1987. Under the law, the GOI will no longer restrict workers to affiliate with only one union or federation, and coverage is expanded to include all workers not covered by Iraq’s civil service law. In the IKR there were reports of strikes by union members without interference from the KRG. For example, teachers, hospital workers, traffic police and other civil servants have demonstrated numerous times since salary payments were delayed in August 2014, subsequently reduced in January 2015, and delayed again through the latter half of 2015.

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 Council of Ministers approved changes to the public sector pay scale, which took effect in January 2015, to reduce the pay gap between low- and high-ranking employees. The changes also reduced wage disparities among government ministries and canceled extra wages issued to employees in Baghdad’s International Zone. According to Iraqi law, all employers must provide some level of transport, accommodation, and food allowances for each employee. The law does not fix these allowance amounts. In December 2013 the government 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; at its inception the program covered more than one million persons.

U.S. Department of State Human Rights Reports: http://www.state.gov/j/drl/rls/hrrpt/index.htm

16. Foreign Trade Zones, Free Ports, Trade FacilitationShare    

The Free Zone Authority Law No. 3/1998 (FZL) permitted investment in Free Zones (FZ; similar to a U.S. Foreign Trade Zone) through industrial, commercial, and service projects. This law is implemented through the Instructions for Free Zone Management and the Regulation of Investors’ Business No. 4/1999 and is administered by the Free Zones Commission in the Ministry of Finance. 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, including in the foundation and construction phases. Goods entering into Iraqi commerce from FZs are subject to normal import tariffs; no duty is leveled on exports from FZs.

Activities permitted in Free Zones include: (a) industrial activities such as assembly, installation, sorting, and refilling processes; (b) storage, re-export, and trading operations; (c) service and storage projects and transport of all kinds; (d) banking, insurance, and reinsurance activities; and (e) supplementary and auxiliary professional and service activities. Prohibited activities include actions disallowed by other laws in force, such as weapons manufacture, environmentally-polluting industries, and those banned because of place of origin.

Iraq currently has four free zones with tax exemptions and other incentives for the transportation, industrial, and logistics sectors. The Basrah/Khor al-Zubair Free Zone is located 40 miles southwest of Basrah on the Arab Gulf at the Khor al-Zubair seaport. This area has been operational since June 2004. The Ninewa/Falafel Free Zone is located in the north, near roads and railways that reach Turkey, Syria, Jordan, and the Basrah ports. An undeveloped zone in Fallujah is in the planning stages. However, none of these areas is operating as a significant focal point for investment or trade. The Falafel and Fallujah zones are located in Da’esh-held areas, so further development in the near future remains unlikely. There is also a Free Zone in Baghdad. The Free Zone Commission lacks capacity and is further inhibited by its being placed under the Ministry of Finance, which lacks a specific mandate to develop the FZs. In the IKR, there are currently no free zones, although a proposal to establish a free zone in each of the IKR provinces is under consideration for approval by the KRG.

17. Foreign Direct Investment and Foreign Portfolio Investment StatisticsShare    

The GOI collects and publishes limited statistics with which to compare international and U.S. investment data.

The NIC and Provincial Investment Commissions (PIC) granted 25 licenses in 2013, the latest statistics available, with a total potential value of USD 2.6 billion. These licenses were for projects in Baghdad in addition to Basrah, Muthanna, Dhi Qar, Najaf, and Babil provinces. Approximately half of these licenses were for housing development projects, a third were for industrial projects, and the remainder was for service and agricultural projects. However, an investment license from the NIC or a PIC does not guarantee that the proposed investment will be implemented. The total potential value of all licenses granted by the NIC and PICs is approximately USD 50 billion.

In the IKR, the KBOI granted 35 licenses in 2015, with a total potential value of $4.3 billion USD. The granting of a license by the KBOI does not guarantee that the proposed investment will be implemented. Most of the investment licenses issued by the KBOI in 2015 (50 percent) were for projects in the province of Erbil. The total potential value of all KBOI licenses granted from 2006 through January 2016 is $46.28 billion USD. The KBOI granted the most licenses to industrial projects (36.4 percent), followed by housing development projects (31.3 percent), and tourism industry projects (14.2 percent).

Table 2: Key Macroeconomic Data, U.S. FDI in Host Country/Economy

 

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) ($M USD)

2015

N/A

2014

$223.5 billion

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 ($M USD, stock positions)

2015

N/A

2015

$2,825

million

U.S. Bureau of Economic Analysis (BEA)

Host country’s FDI in the United States ($M USD, stock positions)

2015

N/A

2015

N/A

BEA

Total inbound stock of FDI as % host GDP

2015

N/A

2015

1.26% of GDP

N/A


Table 3: Sources and Destination of FDI

Iraq is not listed on the IMF’s Coordinated Direct Investment Survey (CDIS) site (http://data.imf.org/CDIS).

Table 4: Sources of Portfolio Investment

Iraq is not included in the IMF’s Coordinated Portfolio Investment Survey (CPIS) site (cpis.imf.org).

18. Contact for More InformationShare    

  • Embassy Baghdad Economic Section
  • Al-Kindi Street, International Zone, Baghdad
  • Office: +1-301-985-8841 x3015 from the United States
  • Office: 0760-030-3015 from Iraq
  • IraqInvestmentClimate@state.gov