Arabic–English contract review in Iraq: when it is needed and how the file is prepared

By Othman Al-Juboori, Iraqi lawyer, Member of the Iraqi Bar Association, expert in Iraqi labour law, founder and Managing Director of Al-Taswia Legal Services Company. Baghdad.

A contract in two versions, Arabic and English, each of which is understood slightly differently: this is where many disputes with foreign companies begin, and the cause is usually not the law itself but mismatched texts. Arabic–English contract review is a service of Al-Taswia Legal Services Company, carried out by legal professionals; it is a legal review of the contract. This article is general information, not legal advice on any particular file.

1) When the need arises in practice

• A supply contract, shareholder agreement or loan contract between an Iraqi party and a foreign entity.
• A commercial agency or distribution contract between an Iraqi party and a foreign company.
• Incorporation and authority documents that need to be understood in both the Arabic and English texts before signing or filing.

2) What a bilingual contract review checks

• Legal names as registered, not the trade name alone.
• Consistency of terms across the whole file: the same party under the same label on every page.
• No shortcut that changes the meaning: “may” is not “shall”.
• Dates, amounts and currencies as in the original, without rounding.
• Which version prevails if they differ, the governing law, and the dispute resolution forum.

3) What is prepared before the review

1. The final text for signing or filing, not a draft with conflicting comments.
2. A list of the parties by official name in each language.
3. Any earlier version of the same contract in the other language, so the chain is not broken.
4. The purpose of the contract: signing, a bank, an official body or a foreign head office; the purpose determines the degree of formality required.
5. The clauses considered essential, so the review starts there.

4) Banks and official bodies

Formality requirements (stamp, attestation, language of procedure) vary by body and file. The practical rule: ask the receiving body which form it accepts before the final text is settled, then finalise once to that form.

5) Foreign companies: a contract in two languages

• Both versions agree on figures, dates and names.
• The version that prevails is stated in the body of the contract itself.
• A power of attorney or authority instrument in a form clear to both parties before any collection or registration step.
• Any summary in another language does not replace reading the contract or the official text when needed.

About Al-Taswia Legal Services Company

Founded in 2018 in Baghdad; team of 15 lawyers. Areas of work: Iraqi labour law; also contract drafting and review, civil law, banking law, criminal cases, company registration, investment, debt collection, property management, review of Iraqi legislation and Arabic–English contract review. Office: Al-Yarmouk, Four Streets, next to Soya Restaurant. Enquiries: +964 771 100 2200 · info@al-taswia.com · www.al-taswia.com.

General information, not legal advice.