Regulations for Listing, Depositing and Trading Shares of Unlisted Companies

Regulations of the Securities Commission 2023

Based on the provisions of paragraph (12/a) of Section (12) of Legislative Order No. (74) of the year 2004 and the decision of the Ministerial Council for Economy No. (S.L 283/) dated 10/5/2022 with Article (66/a/1), and in accordance with the Companies Law No. (21) of the year 1997 as amended, the following regulations are issued:

Regulations for the Listing, Depositing, and Trading of Shares of Unlisted Companies No. (21) of the year 2023

Article (1) Definitions: First - The Commission: The Securities Commission.

Second - The Market: The Iraqi Securities Market.

Third - The Council: The Council of Governors of the Market.

Fourth - The Center: The Iraqi Depository Center, which is responsible for recording the ownership of securities and share settlement processes.

Fifth - Unlisted Companies: Unlisted joint-stock companies or companies whose shares have been delisted from the Market, established under the provisions of the Companies Law No. (21) of the year 1997.

Sixth - The Platform: A dedicated electronic system for trading shares of unlisted companies in accordance with the mechanisms and systems adopted in the Market.

Article (2) Conditions for Listing the Company in the Platform: First - The joint-stock company must be established under the provisions of the Companies Law No. (21) of the year 1997 as amended.

Second - The unlisted company must submit a formal request, signed by the Managing Director, to the Iraqi Securities Market for the purpose of listing in the Platform. The request must be accompanied by the certificate and articles of association, and the latest minutes of the General Assembly meeting, certified by the Companies Registration Department. The Market shall decide on the request within two weeks, and its decision is subject to the approval of the Commission.

Third - The submission of a signed undertaking by the Managing Director to abide by the effective laws, regulations, and instructions related to the work of the Commission, the Market, and to comply with them.

Fourth - The submission of a report on the ownership of major shareholders who own a percentage of 1% or more.

Fifth - The submission of documents supporting the number of shares pledged or mortgaged in favor of others.

Sixth - The submission of a copy of the register of shareholders, either in paper or on CD, to the Depository Center within a period not exceeding (10) ten days from the date of issuance of the final registration decision in the Platform. The company is responsible for the accuracy of the information contained therein.

Seventh - The submission of its financial statements for the previous year preceding the submission of the request or the year before it.

Eighth - The application of the regulatory provisions issued by the Commission in all matters not covered by a provision in these regulations.

Ninth - Any other matters required by the Market or the Commission.

Article (3) Trading Mechanism in the Platform: First - Trading in the Platform shall be from 10:00 AM to 1:00 PM.

Second - Client orders issued to trade shares of unlisted companies shall be in the form prepared by the Market.

Third - Orders shall be entered and executed through the trading stations of the brokers.

Fourth - The Market and the Center are obliged to carry out financial clearing and share settlement procedures in accordance with the mechanisms and systems used and their procedures.

Fifth - The Center is obliged to provide the Companies Registration Department with the information contained in Article (126/fifth) of the Companies Law No. (21) of the year 1997 as amended.

Sixth - The Market shall be responsible for publishing reports and statistics as follows: A - Publishing daily trading data, which includes the number of transactions, the number of shares traded, the highest and lowest trading price for each security, and the average price. B - Publishing monthly trading data, which includes the same data contained in the daily report, regarding the listed securities in the regulated Market.

Article (4) Obligations of Unlisted Companies: First - Payment of registration fees in the Platform, annual participation fees, and commissions approved by the Council and agreed upon by the Commission, to be shared equally between them.

Second - Compliance with Legislative Order No. (74) of the year 2004 and the regulations issued thereunder, and the Law for Combating Money Laundering and Financing of Terrorism No. 39 of the year 2015, and the instructions issued thereunder.

Third - The company shall appoint the Depository Center as its agent in the sales processes conducted by it.

Article (5) General Assemblies: First - The closing price or opening price of any security shall not be calculated.

Second - Trading in the shares of unlisted joint-stock companies shall be suspended on the day of the convening of the General Assembly of the Company, provided that the Commission, the Market, and the Center are notified at least fifteen days prior to the date of the Assembly. The company's shares shall return to trading on the day following the General Assembly. The company is obliged to send the resolutions of the General Assembly to the Iraqi Securities Market immediately after the Assembly.