Doing business guide Understanding Iraq’s tax position Market overview Country overview Government • The economy of Iraq is hugely dependent on its energy sector. ‘Oil and Gas Journal’ estimates that Government Parliamentary democracy type on January 1, 2015, Iraq held around 144 billion barrels of proved crude oil reserves which represents Chief of state Fuad Masum – President 18% of the proved reserves in the Middle East. Head of Haydar al-Abadi – Prime Minister • Iraqi government aims to increase crude oil production government to nine million barrels per day by 2020, as per the Energy Intelligence Group estimates. Currently, the Legal system Mixed legal system of civil and Islamic law government of Iraq is negotiating the field production Administrative 18 governorates (muhafazat, singular - muhafazah (Arabic); targets with international oil companies. divisions Parezgakan, singular - Parezga (Kurdish) and one region*; • Economic policy-making in the country is expected Al Anbar; Al Basrah; Al Muthanna; Al Qadisiyah (Ad Diwaniyah); to remain a low priority due to the Islamic State (IS) An Najaf; Arbil (Erbil) (Arabic), Hewler (Kurdish); As incursion. The main aim of the government will be Sulaymaniyah (Arabic), Slemani (Kurdish); Babil; Baghdad; to continue expanding the oil sector. Dahuk (Arabic), Dihok (Kurdish); Dhi Qar; Diyala; Karbala’; • Diversification from oil is expected to be slow due to Kirkuk; KRG*; Maysan; Ninawa; Salah ad Din; Wasit) insecurity and infrastructure challenges in the country. • On September 8, 2014, a new government was formed in Iraq, following the parliamentary election Source: Central Intelligence Agency Fact book, The Economist Intelligence Unit in April. Fuad Masum was elected as president of the country. He is the second non-Arab president of Iraq, Economy overview succeeding Jalal Talabani. • Iraq is highly dependent on the oil sector. The main • In December 2014, Iraq’s central government and the oil-producing region in the south is expected to Kurdistan Regional Government (KRG) entered into an remain secure from insurgents. Economist Intelligence agreement to end their dispute over oil exports and Unit (EIU) forecasts remain relatively conservative, at budget payments. The deal is expected to allow the 5.2m bpd by 2019 due to political instability and Iraqi government to increase its oil exports (Kurds inefficient bureaucracy in the country. committed to hand over 550,000 bpd of regional oil), • According to the International Monetary Fund (IMF), and will provide the Kurdish government 17% of the Gross Domestic Product (GDP) of the country is Iraq’s national budget. Later in January 2015, the deal expected to contract by 0.5% in 2014 due to the was incorporated into the National Budget Law of Iraq economic effects and IS insurgency. The World Bank for 2015. forecasts an annual GDP growth of 0.9% in 2015. • Currently, the Iraqi central government has paid only a fraction of the committed budget share to KRG, as the oil exports were not meeting the target level of 550,000 bdp as agreed in the deal (KRG oil exports reached an average of 350,000 bpd in the first week of March). KRG officials are attributing the outages in Turkey and other technical issues at the oilfields for the shortfall. * As a semi-autonomous region in Northern Iraq, the Kurdistan Region has introduced certain laws and practices which differ from the position in Federal Iraq. Throughout this guide, we have provided our comments with respect to Federal Iraq, unless otherwise noted. Where the position in Kurdistan Region differs materially fro m that in Federal Iraq, we have noted this. Understanding Iraq’s tax position | 3 Industries of opportunity Industry overview – Oil and natural gas Planned new refineries in Iraq According to the U.S. Energy Information Administration Refinery Nameplate Investment Front end (EIA), Iraq has the fifth largest proven crude oil reserves capacity (bbl/d) (US$ billion) engineering in the world. The energy sector of the country is heavily contract based on oil. More than 90% (2010 estimate) of the Nassiriya 300,000 9 Foster Wheeler country’s needs are met by petroleum. The rest is supplied by natural gas and hydrocarbons. Kirkuk 150,000 5.5 Shaw Group Missan 150,000 5 Shaw Group Karbala 140,000 5 Technip Oil Total • Despite having large proven oil reserves, Iraq 740,000 bbl/d is lagging behind in its production targets. This is mainly due to the country’s limited Source: Middle East Economic Survey, FACTS Global Energy infrastructure (both refining and export capacity) and political disputes. • Iraq exported 2.6 million bbl/d of crude oil in 2014, • According to Iraq’s deputy prime minister around 0.2 million bbl/d higher over 2013. for energy, capital expenditures of US$30 • The majority of Iraq’s oil exports goes to Asia, billion per year in the country’s energy followed by Europe and the Americas. infrastructure are required to meet Iraq’s production targets. • The majority of the oil produced in Iraq Iraq’s crude oil exports, 2014 comes from Kirkuk, the North Rumaila field in southern Iraq, and the South Rumaila 58% field. Southern fields of the country produce around 75% of the country’s crude oil. • The Ministry of Oil oversees the production and development activities through its operating entities – the North Oil Company (NOC) and the Midland Oil Company 6% (MDOC) in the north and central regions, and the South Oil Company (SOC) and the Missan Oil Company (MOC) in southern 17% regions. 19% • Production of oil and gas in the northern region is controlled by the KRG. Asia Europe Americas others Source: Lloyd’s Intelligence List (APEX tanker data) 4 | Understanding Iraq’s tax position Doing business in Iraq Natural gas Iraq’s ranking on doing business parameters in 2015 • As of January 2015, Iraq had total proved natural gas reserves of around 112 trillion Starting a business cubic feet, 12th largest proven natural gas Resolving insolvency Dealing with construction permit reserves in the world (Oil & Gas Journal). 142 • Around 75% of the country's natural gas 189 resources are associated with oil, located in southern Iraq. Most of the non-associated Getting electricity reserves of the country are concentrated in Enforcing contracts various fields in the north which includes 141 Ajil, Bai Hassan, Jambur, Chemchemal, Kor 9 36 Mor, Khashem al-Ahmar, and al-Mansuriyah. 109 • Iraq reported a gross natural gas production of 724 billion cubic feet (Bcf) in 2012, out of 178 52 Trading across Registering property which around 58% of the gas produced was borders vented and flared. • While some portion of the natural gas is 146 180 used as fuel for power generation and for Paying taxes Getting credit reinjection to increase oil recovery, the majority of Iraqi natural gas production is Protecting investors flared. • To reduce flaring, South Gas Company Source: Doing business report Iraq, 2015, World Bank group (state-owned entity) signed an agreement Note: A total of 189 economies were considered in the study for rankings with Royal Dutch Shell and Mitsubishi and began operations in May 2013 under a Indicators for starting a business in Iraq limited liability company named Basrah Gas Company which is a consortium of the three Indicators Iraq MENA OECD entities (South Gas Company 51%, Shell 44% and Mitsubishi 5%). The 25-year Procedures (number) 10 8 4.8 agreement is estimated to cost around Time (days) 29 18.9 9.2 US$17 billion which includes upgrading current facilities and establishing new Cost (% of income 38.2 28.1 3.4 facilities to expand gas processing capacity. per capita) Paid-in minimum 12.8 45.6 8.8 capital (% of income per capita) Source: Doing business report Iraq, 2015, World Bank group Understanding Iraq’s tax position | 5 Procedures for starting a business in Iraq Number Procedure Time to complete Associated cost (IQD) (in days) 1 Reserve a unique company name at the 2 500,000 Baghdad Chamber of Commerce and the Federation of Chambers of Commerce 2 Hire a lawyer to draft articles of association 1 About 1,500,000 3 Deposit the initial capital at a commercial 2 5,000–25,000 bank and obtain proof thereof 4* Obtain the shareholders’ tax clearance 1 1,000 per tax clearance certificates from the General Commission (simultaneous with certificate of Taxation previous procedure) 5 Apply for registration at the Companies 14 250,000–350,000 Registry 6 Obtain the registration certificate 1 Included in procedure 4 7 Make a company seal 2 20,000 8 Register for taxes at the General 2 450,000 Commission of Taxation 9 Legalize accounting books 2 175,000 10 Register employees for social security 3 20,000 * Takes place simultaneously with another procedure Source: Doing business report Iraq 2015, World Bank group 6 | Understanding Iraq’s tax position Entering the market Types of legal entity As a general rule, any non-Iraqi company which is ‘carrying on business’ in Iraq is required to establish an Broadly, a non-resident would be Iraqi legal presence (e.g. company, branch office). While there is no specific definition of what constitutes considered to be trading ‘in’ Iraq ‘carrying on business’ in Iraq, typically an obligation when contracts are concluded in Iraq, would arise when the company obtains premises (including rented premises) in Iraq, or retains personnel payments for the services are made into on a more than temporary basis. Penalties may apply in respect of failure to register the enterprise. an Iraqi bank account, or services are There are a number of forms of business entities in Iraq, physically provided in Iraq however the most common forms of entity for foreign investors are the Limited Liability Company (LLC), and branch of a foreign company.