Iraq Signals Antitrust Enforcement: Competition Council Issues Procedural Guide on Mergers and Restrictive Practices

In October 2025, the Iraqi Competition and Antitrust Council (“Council”) issued a procedural guide titled “The Impact of Mergers and Restrictive Commercial Practices on Companies Operating in the Iraqi Market.” (the “Guide”). The Guide represents the first substantive publicly available guidance issued by the Council since its establishment in July 2023 – and is therefore highly significant. The guide indicates a potential shift toward more active enforcement—outlining short review windows, registration steps, and possible penalties for non‑compliance, though the scope and timing of implementation remain unclear.

Scope of the Guide

Prepared under Article 7(6) of the Competition and Anti‑Monopoly Law No. 14 of 2010 (the “CAL”), the Guide consolidates procedural rules for mergers, acquisitions, and restrictive commercial arrangements and applies to public, mixed, and private entities. A separate guide on monopoly matters is expected.

Merger Control Procedures

For the first time, the Guide offers practical insight into how merger review operates under Iraq’s competition framework, outlining the required documentation, review timeline, and appeal process. The procedural steps prescribed by the Companies Law—submission of a merger application to the Companies Registrar, together with a general assembly resolution, an economic feasibility study, and audited financial statements—remain unchanged and distinct from competition oversight. What the Guide contributes is a new level of clarity: it establishes that, following submission, the Registrar refers the merger file to the Council for review. The Guide sets out a compressed process:

• The Council must decide within 30 working days of receiving the file;
• Any rejection must be reasoned in writing; and
• Appeals must be filed within 3 working days; with the Council required to respond within 7 working days.

Post‑approval, the Council retains ongoing oversight to monitor compliance.

While the procedural clarity is welcome, thresholds remain an open question. The Guide does not introduce objective notification thresholds (such as turnover or market share based triggers) and appears to continue to rely on the CAL’s market share benchmark, which has been read as a 50% threshold under Article 9. It is unclear whether the Council will treat this as an automatic bar or whether a substantive effects analysis will apply in practice. We will be seeking further clarity on this point, particularly given that neighboring regimes such as the UAE, Kuwait, Saudi Arabia, and Egypt employ clearer filing thresholds and established substantive tests.

Registration of Commercial Agreements

Companies operating in Iraq must register qualifying commercial agreements with the Council, including agreements that:

• Fix or influence prices or terms of sale;
• Restrict quantities, product scope, or territories; or
• Involve exchanges of sensitive information (e.g., costs, pricing data).

Minimum filing content includes the full agreement, a summary of its purpose and market impact, incorporation documents, and recent financials. The Council should issue a decision within 30 days, and may grant provisional approval pending final assessment. Failure to register qualifying agreements may result in court referral with Council recommendations and administrative penalties.

Potential Implications & How We Can Help

The Guide marks a material shift toward active enforcement in Iraq, with short review windows, mandated registrations, and potential penalties for non‑compliance. A separate guide on monopoly matters is expected, which may further expand enforcement.

If you are considering mergers, acquisitions, or new commercial arrangements, we would be pleased to assist.

Al Tamimi & Company has the leading Competition & Antitrust practice across the MENA region and the foremost Corporate Practice in Iraq. We advise clients on all aspects of mergers and acquisitions, regulatory compliance, and transaction structuring — including complex, first-of-their-kind projects. Our team provides tailored guidance on local competition law, coordinated with broader cross-jurisdictional strategy to ensure seamless execution and compliance.