Ali Zuweid's Political Programme · Proposed legislation · Economy, Finance, Investment and Employment
Public-Private Partnerships and Concessions Law
A permanent legislative framework linking partnership and concession project selection to value for money and fiscal sustainability, and unifying competition, guarantees, risk management, contracts, transparency and handback.
Executive Summary
Since 2024, Iraq has had an executive framework for investment and partnership contracts of centrally funded entities through Investment and Partnership Instructions No. (1) of 2024. They regulate models including service, management, lease, BOT, BOOT, BLT, BTO and DBFO contracts, require feasibility studies, cost estimates and land arrangements, and establish an institutional process within the Ministry of Planning and Council of Ministers.
Practical developments in 2026 showed that rules remained fragmented among centrally funded entities, self-financed entities, public enterprises, the Mayoralty of Baghdad and municipalities, while the Ministry of Planning worked on completing rules for other categories. Together with the 2024 instructions' reliance on the budget law for 2023–2025, this creates a need for a higher-ranking permanent law without presuming the current framework invalid or disrupting existing contracts.
The draft places core rules in statute: partnership and concession definitions, project suitability, comparison with public delivery, value for money, affordability, recording guarantees and contingent liabilities, competition, unsolicited proposals, financial close, lenders' rights, contract modification, tariff regulation, user protection, dispute resolution, termination and asset handback.
The draft does not equate partnership with investment or privatisation. Investment licences remain governed by investment law and permanent ownership transfers by specific legislation. A partnership is a long-term contract providing a public asset or service, with substantial private responsibilities and risks and performance-linked remuneration.
Financially, private financing is not free financing. Every availability payment, minimum revenue undertaking, guarantee, foreign-currency obligation or contingent compensation must undergo Ministry of Finance assessment and appear in the obligations register and fiscal framework. The Law sets no rigid viability-gap support percentage; it requires the minimum necessary support after genuine competition.
Institutionally, the draft uses existing bodies instead of a large new independent bureaucracy: a central unit in the Ministry of Planning, the Ministry of Finance for risks and obligations, the sectoral project authority, and the sector regulator for tariffs and quality, overseen by the Federal Board of Supreme Audit and competent bodies.
Legal Framework and Legislative Need
Iraqi Gazette Issue (4771) of 29 April 2024 published Instructions No. (1) of 2024 on Investment and Partnership between Centrally Funded Entities and the Private Sector. They provide a genuine executive partnership framework, covering many models and requiring feasibility assessment and approval, negotiation and contracting procedures.
In March 2026, the Ministry of Planning confirmed continued application to centrally funded entities while preparing rules for public enterprises, self-financed entities, the Mayoralty of Baghdad and municipalities. The legislative need is therefore to unify and elevate the framework into a permanent law defining rights, obligations, fiscal safeguards, competition and transparency, rather than invent partnership from nothing.
Investment Law No. (13) of 2006, as amended, remains a separate framework for licences and investment benefits, while the Federal Financial Management Law governs budgets, borrowing and guarantees. The partnership draft complements, rather than replaces, them.
Proposed legislative policy
Partnership shall be used only after demonstrating project suitability and better results than public delivery after life-cycle and risk assessment. Competition remains the norm, with competitive dialogue for complex projects. Unsolicited investor proposals can introduce ideas without automatically awarding the proposer the contract.
The Law separates project preparation from fiscal risk review: the sectoral authority prepares and manages; the Ministry of Planning supplies methods and expertise; the Ministry of Finance decides on affordability and guarantees; and the regulator governs tariffs and quality where one exists.
Contracts shall normally last no more than thirty years, extendable to fifty where economic and financing need is demonstrated and the Council of Ministers approves after financial and technical advice. Extensions shall not circumvent renewed competition.
Draft Public-Private Partnerships and Concessions Law
Chapter One — General Provisions
Article 1 — Title
This Law shall be called the “Public-Private Partnerships and Concessions Law”.
Article 2 — Objectives
This Law aims to improve infrastructure and public services; attract finance, expertise and technology where partnership offers better value than traditional delivery; and ensure fiscal sustainability, competition, transparency, service continuity and protection of users and public funds.
Article 3 — Scope of Application
This Law shall govern partnership and concession contracts of federal bodies, independent commissions, bodies not attached to a ministry, public enterprises, self-financed entities, governorates not incorporated into a Region, the Mayoralty of Baghdad and public municipalities where a contract concerns public funds, an asset or facility, or a treasury-borne fiscal obligation.
Article 4 — Federal and Regional Scope
This Law shall not prejudice Regions' constitutional powers. Within a Region, it shall apply to projects concerning federal assets, financing, guarantees or facilities, or under a constitutional agreement among competent authorities.
Article 5 — Exceptions
Excluded are oil, gas and mineral exploration and extraction rights governed by specific legislation, purely regulatory licences, and ordinary goods, services and works contracts that do not transfer substantial long-term management and risk to the private sector.
Article 6 — Definitions
Partnership means a long-term contract between a public authority and private partner for a public asset or service, assigning substantial management responsibility and risk to the private party with performance-linked remuneration; concession means a partnership funded wholly or substantially by user charges; central unit means the Ministry of Planning's partnership unit; value for money means net economic and social benefit over the life cycle compared with public delivery after pricing risks; contingent liability means an obligation arising only upon an uncertain event.
Article 7 — Partnership Test
A contract is not a partnership merely because it is long-term or involves an investor. It must transfer substantial responsibility for at least two of design, financing, construction, rehabilitation, operation or maintenance, transfer significant risks, and link remuneration to measurable outputs.
Article 8 — Concession
A time-limited concession may operate a public asset, facility or service for user charges or a mix of charges and government payments, subject to a framework for tariffs, quality, oversight and handback. It shall not confer permanent ownership of public property.
Article 9 — Partnership Is Not Privatisation
Partnership shall not permanently transfer ownership of a public facility or asset. Any sale or permanent privatisation shall follow its specific legislation.
Article 10 — General Principles
Partnerships shall observe legality, competition, value for money, fiscal sustainability, transparency, non-discrimination, efficient risk allocation, user protection and accountability, and shall not circumvent budgets, debt limits or public procurement.
Chapter Two — Relationship with Legislation and Institutions
Article 11 — Investment Law
A partnership contract is not an investment licence. A partner may seek licensing and benefits under Investment Law No. (13) of 2006, as amended. A partnership contract shall not grant tax or customs exemptions without legal authority.
Article 12 — Public Procurement
General public procurement and government contract rules shall apply where this Law has no specific provision. This Law shall be the more specific framework for preparing, selecting, financing and managing partnerships and concessions.
Article 13 — Public Enterprises and Self-financing
Public enterprises and self-financed entities shall be subject to this Law where a project involves public assets, exclusive rights, or state obligations or guarantees. Self-financing shall not bypass approvals, disclosure or risk assessment.
Article 14 — Financial Management
Financial management and budget laws shall govern all direct and contingent partnership obligations. Contracts creating payments or guarantees shall not be signed before financial approvals are complete.
Article 15 — Sectoral Laws
Sectoral and regulatory laws shall govern licences, tariffs, quality and safety. A partnership contract shall not replace a legally required licence.
Article 16 — Land and Assets
Usufruct, lease or use rights over public land or assets may be granted within the law for the necessary duration. Permanent ownership of public real estate shall not transfer without authorising legislation.
Article 17 — Labour, Environment and Integrity
Projects shall comply with labour, social security, environmental, health, safety, data protection, integrity, competition and penal laws. Contracts shall not exclude mandatory provisions.
Article 18 — Council of Ministers
The Council of Ministers shall approve national partnership policy and strategic projects or those exceeding regulatory thresholds and durations, and approve sovereign guarantees within constitutional and statutory limits.
Article 19 — Central Unit
A central partnership unit shall be established within the Ministry of Planning's existing structures as a centre for expertise, standards and technical support, without replacing the contracting authority or Ministry of Finance.
Article 20 — Unit Functions
The unit shall prepare policies, guides and model contracts, assess project suitability, review value-for-money studies, manage the national project register, and support market preparation, competitive dialogue and capacity building.
Article 21 — National Committee
A national partnership committee chaired by the Minister of Planning shall include representatives of the Ministry of Finance, National Investment Commission and relevant bodies. It shall review the project list and cross-cutting issues and refer matters requiring Council of Ministers decisions.
Article 22 — Ministry of Finance
The Ministry of Finance shall assess affordability, obligations, guarantees, demand, exchange-rate and refinancing risks, and record and monitor direct and contingent liabilities.
Article 23 — Contracting Authority
The contracting authority remains the project owner responsible for needs identification, studies, tendering, award, signature, contract management and service oversight.
Article 24 — Regulator
Where one exists, the competent regulator shall help define service, tariff and indicator requirements. Its regulatory powers shall remain independent of the contracting authority's rights.
Article 25 — National Investment Commission
The National Investment Commission and investment commissions shall exercise licensing and benefit powers under investment law. A licence shall not approve a government fiscal obligation.
Article 26 — Oversight
The Federal Board of Supreme Audit, Commission of Integrity and judicial and oversight bodies shall exercise statutory mandates and access the register and files within legal limits.
Chapter Three — Project Identification and Preparation
Article 27 — National Pipeline
The Ministry of Planning shall annually publish an indicative partnership project pipeline drawn from sectoral and investment plans. Listing shall not commit a project to private delivery.
Article 28 — Identifying the Need
A project shall begin by defining a public need or service gap and measuring the baseline, forecast demand and measurable objectives. Partnership shall not begin merely because an investor is interested.
Article 29 — Partnership Suitability Assessment
The authority shall assess project scale, economic life, performance measurability, risk allocation, financing markets and competition, recommending continuation or another delivery method.
Article 30 — Preliminary Study
The preliminary study shall cover scope, cost, demand, revenue source, land, licences, risks, environmental and social impacts, and expected state obligations.
Article 31 — Alternatives Analysis
Partnership shall not be selected before comparison with public financing and delivery, traditional contracts and other alternatives. Lack of liquidity alone shall not suffice.
Article 32 — Public Sector Comparator
A public sector comparator shall be prepared for projects specified by regulation, covering life-cycle costs, risks, operation, maintenance and delays. Qualitative multi-scenario analysis may be used where data are insufficient.
Article 33 — Full Feasibility Study
Feasibility shall cover technical, economic, financial, legal, institutional, environmental, social and market aspects, land, financing, tariffs or payments, and handback planning.
Article 34 — Demand Analysis
Realistic demand forecasts and low, base and high scenarios shall be used. A user-funded concession shall not rely on optimistic forecasts without sensitivity analysis.
Article 35 — Affordability
The Ministry of Finance and contracting authority shall assess budget and user capacity to bear payments, guarantees and compensation throughout the contract. A project unfundable within the medium-term fiscal framework shall not be approved.
Article 36 — Risk Matrix
A matrix shall address design, construction, land, demand, operation, maintenance, financing, exchange-rate, force majeure, legal change, tariff, environmental and technological risks. Each risk shall go to the party best able to manage it at the lowest total cost.
Article 37 — Land and Rights of Way
Tendering shall await identification of land, principal rights of way and easements, allocation or expropriation and compensation processes, and the party bearing delay risk.
Article 38 — Environment and Climate
Statutory environmental and social assessments shall be completed, and climate, disaster and operational resilience risks considered in project design.
Article 39 — Consultation
The authority shall appropriately consult users, affected parties and regulators, particularly when introducing tariffs or changing essential service delivery.
Article 40 — Legal Review
The authority shall verify contracting powers, asset ownership, authority to charge fees, licences, guarantees and dispute mechanisms, and address material legal gaps before tendering.
Article 41 — Market Testing
Non-binding consultations with investors and lenders may test bankability. Material information shall be documented and subsequently made available to all competitors.
Article 42 — Approval Gates
Projects shall pass staged approvals for concept acceptance, feasibility, tender authorisation, award and final contract, under regulatory thresholds.
Article 43 — Reassessment
Material pre-signature changes in cost, demand, support, risk allocation or duration shall trigger renewed value-for-money and affordability assessment.
Article 44 — Tender Readiness
A project shall not be advertised before the draft contract, risk matrix, qualification and evaluation criteria, land plan, financial approvals and risk-pricing data are complete.
Chapter Four — Fiscal Obligations and Support
Article 45 — Fiscal Sustainability
Private financing is not free financing. Every payment, guarantee, revenue concession or contingent obligation shall be assessed as a project cost.
Article 46 — Prior Financial Approval
No contract creating a budget obligation, guarantee, minimum revenue commitment, sovereign compensation or foreign-currency obligation shall be signed without lawful Ministry of Finance approval.
Article 47 — Multi-year Obligations
Availability payments, subsidies and expected compensation shall be recorded for every contract year and included in the medium-term fiscal framework and budget requirements.
Article 48 — Contingent Liability Register
The Ministry of Finance shall maintain a central guarantees and contingent liabilities register recording nominal and expected value, call probability, stress tests and duration.
Article 49 — Sovereign Guarantees
Sovereign guarantees shall comply with the Constitution and financial management laws, after assessment of need and cost and clear limits on amount, triggering event and duration.
Article 50 — Demand and Revenue Guarantees
The state shall guarantee minimum demand or revenue only for a clear economic justification, specifying ceiling, duration, formula and sharing of gains where demand materially exceeds forecasts.
Article 51 — Viability-gap Support
Limited capital support may be provided for a project with proven public benefit and economic value that is not commercially bankable. Competition shall determine the minimum necessary support.
Article 52 — Availability Payments
Availability payments may be used where transferring demand risk is unsuitable. Payments shall depend on asset availability and service quality and be reduced for failure.
Article 53 — User Charges
User charges shall follow the law, regulator and contract, considering service costs, efficiency and ability to pay. The private partner shall not change them unilaterally.
Article 54 — State Contributions in Kind
The state may contribute land, usufruct rights, existing assets or preparatory works if transparently valued and included in project analysis and the contract.
Article 55 — Incentives
This Law creates no tax or customs exemptions. Incentives shall follow investment, tax and customs laws and be valued in project costs.
Article 56 — Currency Risks
Currency and transfer risks shall be expressly allocated. External financing alone shall not automatically make the state bear foreign exchange fluctuations.
Article 57 — Payment Guarantees
Escrow accounts and payment mechanisms may protect authorised government obligations without creating off-register liabilities or rights over public funds not lawfully appropriated.
Article 58 — Refinancing Gains
The contract shall provide fair state sharing in refinancing gains arising after risk reductions. Refinancing shall not increase state risks without compensation.
Article 59 — No Hidden Debt
Structuring a partnership or its accounting to conceal debt or obligations from the budget or public accounts is prohibited. Classification shall follow the substance of risks and rights.
Chapter Five — Selection of the Private Partner
Article 60 — Competition as the Norm
The private partner shall normally be selected through open, transparent competition. An investor's provision of an idea or financing shall not alone justify direct contracting.
Article 61 — Selection Methods
Prequalification, tendering, requests for proposals, competitive dialogue, two-stage procedures, or competition for the lowest support or best tariff may be used according to project nature.
Article 62 — Prequalification
Qualification shall reflect experience, solvency, technical and financing capacity and integrity, proportionate to project scale, without unjustifiably excluding qualified competitors.
Article 63 — Competitive Dialogue
Structured dialogue may be used for complex projects, protecting each competitor's solutions, followed by uniform final documents and comparable proposals.
Article 64 — Negotiation
Negotiation may occur within the disclosed selection method, with records retained and no changes to evaluation criteria after final proposals.
Article 65 — Direct Contracting
Direct contracting shall require a proven exclusive right, genuine emergency, absence of a reasonable alternative, or completion of an existing project where changing operators causes disproportionate harm. The decision shall be reasoned and published.
Article 66 — Unsolicited Proposals
The private sector may propose a project not tendered by the state, subject to public-interest and feasibility assessment, without automatic implementation rights.
Article 67 — Proposer's Rights
If the state adopts and competitively tenders the idea, it may reimburse auditable study costs within a ceiling or use a limited regulatory mechanism without distorting competition.
Article 68 — Competition Documents
Documents shall cover service scope, data, risk matrix, land, payment or tariff mechanisms, support, guarantees, evaluation criteria, draft contract and financial close requirements.
Article 69 — Beneficial Ownership
Each competitor shall disclose ownership, beneficial owners, financing sources and relevant relationships. Deliberate concealment shall justify exclusion or termination.
Article 70 — Consortium and Project Company
Bids may be submitted by a consortium identifying members and roles. The winner shall form a project company under the law if required by the documents.
Article 71 — Evaluation Criteria
Criteria and weights shall be disclosed beforehand and include cost, support or tariff, quality, technical solution, financing, risks, operation and handback. Award shall go to the responsive offer delivering best economic value.
Article 72 — Financial Verification before Award
The Ministry of Finance shall reassess the winning offer's impact. Material increases in state obligations or risks shall require renewed assessment or procedure.
Article 73 — Conflicts of Interest
Employees and advisers shall not participate where they have direct or indirect interests in a competitor or lender. Competitors shall disclose influential relationships.
Article 74 — Anti-collusion
Competition and anti-monopoly rules shall govern partnership procedures. Indicators of collusion or market sharing shall be referred to competent bodies.
Article 75 — Award Decision
A reasoned award decision shall identify the winner, financial consideration, tariff or support, duration and selection grounds. A summary shall be published.
Article 76 — Standstill and Objection
The contract shall not be signed until ten working days after award publication. Interested competitors may object and appeal under laws and regulations.
Article 77 — Single Bid
A single offer shall not automatically cancel an open process where it is responsive and offers value for money. Higher independent review shall be required.
Article 78 — Financial Close
The award shall set a financial close deadline. If the winner fails for reasons attributable to it, award may be withdrawn, guarantees applied or an alternative selected under the documents and law.
Chapter Six — Partnership Contract
Article 79 — Contract Duration
Duration shall reflect asset life, investment recovery and value for money, normally not exceeding thirty years. On Finance and Planning Ministry advice, the Council of Ministers may approve up to fifty years where project nature demonstrates necessity.
Article 80 — Extension
Extension shall require a specified contractual reason, lawful compensation, force majeure or approved material change, followed by value-for-money assessment and publication of reasons.
Article 81 — Contract Contents
The contract shall specify purpose, scope, duration, assets, land, financing, risk matrix, service standards, payment or tariff mechanisms, indicators, changes, force majeure, insurance, guarantees, lenders' rights, termination, compensation, handback and dispute resolution.
Article 82 — Conditions Precedent
Some obligations may depend on completion of land, licensing, financing, insurance and guarantees. The contract shall set a final deadline and each party's responsibility for non-fulfilment.
Article 83 — Contractual Financial Close
Full state financial obligations in externally financed projects shall not commence before financing agreements, shareholder contributions and guarantees are evidenced under the contract.
Article 84 — Risk Allocation
Risks shall be allocated to the party able to control, mitigate or insure them. They shall not be nominally transferred to the private sector and then returned to the state through an open-ended guarantee.
Article 85 — Design and Construction
Where assigned design and construction, the partner shall be responsible and comply with codes, specifications and licences. Public authority approval shall release responsibility only within contractual limits.
Article 86 — Operation and Maintenance
The partner shall maintain an operation, maintenance and life-cycle plan ensuring the asset can deliver services throughout the contract and at handback.
Article 87 — Output Specifications
Services shall be defined by measurable outputs such as availability, quality, safety, time, responsiveness and efficiency. The partner may choose technical means within regulatory limits.
Article 88 — Performance Regime
Remuneration shall depend on performance, with proportionate deductions, penalties, failure points, cure procedures and escalation.
Article 89 — Payments
Payments shall fall due for approved completion, availability or services, subject to invoicing, approval and disbursement under financial rules.
Article 90 — Tariffs
The contract shall specify the tariff adjustment formula. The partner shall not unilaterally change regulated tariffs; statutory regulatory authority remains intact.
Article 91 — User Protection
The contract shall guarantee published service levels, complaints procedures, non-discrimination, safety, continuity, and lawful collection and disconnection rules.
Article 92 — Social Coverage
Service obligations for specified areas or groups may be imposed if funded and disclosed. New social obligations shall require appropriate legal and contractual treatment.
Article 93 — Asset Ownership
The contract shall define ownership of existing and new assets during and after the project. Assets transferring to the state shall be free of unauthorised security interests.
Article 94 — Insurance
The partner shall maintain appropriate insurance for construction, operation, liability, disasters and other insurable risks.
Article 95 — Subcontractors
Subcontracting shall not release the partner from responsibility. Material substitutions shall require approval and disclosure.
Article 96 — Employment and Knowledge Transfer
Proportionate, transparent requirements may provide training and employment for Iraqis, knowledge transfer and opportunities for qualified local suppliers.
Article 97 — Data and Cybersecurity
The contract shall define data ownership, state access, system continuity, backups, cybersecurity and data transfer at contract end.
Chapter Seven — Changes, Financing and Lenders' Rights
Article 98 — Change in Law
The contract shall define effects of general and specific legislative changes. Not every general market-wide change shall trigger compensation unless law or contract provides a justified basis. Project- or sector-specific changes may be addressed where they materially disrupt contractual balance.
Article 99 — Force Majeure
The contract shall specify force majeure events, notice, mitigation, allocation of effects and the period after which termination is permitted. Financing difficulties or expected cost increases alone shall not constitute force majeure where borne as partner risks.
Article 100 — Compensation Events
Delayed land delivery, public authority breach, approved changes or other specified events may justify extension or compensation under a method establishing actual loss and preventing double recovery.
Article 101 — Change Orders
Project scope shall change only by written order identifying reasons and technical, financial and time effects after necessary approvals. A change altering contract nature or adding a separately tenderable project shall require new competition.
Article 102 — Renegotiation
Failed commercial assumptions alone shall not justify renegotiation. It may occur for a material specified or reasonably unforeseeable event where original terms threaten service or exceptionally disturb balance, subject to independent review and publication of the main outcome.
Article 103 — Refinancing
The partner shall notify material refinancing and explain return and risk effects. The contractual gain-sharing mechanism shall apply.
Article 104 — Lender Security
The project company may grant lenders security over contractual rights, private assets and revenues within legal and contractual limits. It shall not mortgage public assets it does not own or grant permanent ownership of a public facility.
Article 105 — Direct Agreement with Lenders
The authority may conclude a direct agreement governing pre-termination notice, cure and substitution rights, without increasing state obligations or granting a guarantee unapproved by the Ministry of Finance.
Article 106 — Lender Step-in Rights
On project company failure, lenders may temporarily step in or appoint a qualified substitute operator under the contract to protect financing and service continuity. The substitute remains subject to integrity and competence requirements.
Article 107 — Change of Control
Control shall not transfer during construction or a contractual protected period without approval. Afterwards, change may occur if the new investor meets integrity and capability requirements and does not circumvent the competition result.
Article 108 — Insolvency
Project company insolvency shall follow applicable bankruptcy and insolvency law and contractual cure, lender, substitution and termination rights, prioritising service continuity and protection of public funds.
Article 109 — State Intervention for Service Continuity
The public authority may intervene temporarily for an immediate safety risk, essential service interruption or serious failure, only as necessary, documenting costs and responsibility without converting temporary intervention into unlawful permanent seizure.
Article 110 — Emergency Plans
The contract shall include business continuity, emergency, disaster, security and recovery plans. Competent authorities may issue binding lawful security, health or disaster orders, with contractual effects addressed according to allocated responsibility.
Article 111 — Intellectual Property
The contract shall define intellectual property rights in designs, software, data and knowledge needed to operate the asset, ensuring the state a sufficient licence for service continuity at expiry or replacement.
Article 112 — Confidentiality and Disclosure
Contract provisions and summaries of risks, obligations and performance shall normally be publishable. Trade and security secrets and personal data shall be withheld only as necessary. Confidentiality shall not conceal value, duration, guarantees or material amendments.
Chapter Eight — Contract Management, Oversight and Integrity
Article 113 — Contract Management Plan
Before signature, the authority shall prepare a whole-life management plan covering responsibilities, indicators, data, payments, changes, risks, audits, handback and relations with regulators and lenders.
Article 114 — Contract Manager
A qualified official or team shall manage the contract with clear powers. Institutional knowledge and documents shall be preserved so personnel changes do not determine project continuity.
Article 115 — Independent Monitor
Major projects may competitively appoint an independent body to verify construction, performance or handback, defining funding and independence. Its reports shall not replace regulatory and oversight powers.
Article 116 — Performance Indicators
A limited set of clear, measurable indicators shall reflect core service outcomes. They may be reviewed within contractual limits without lowering agreed standards.
Article 117 — Reports
The partner shall provide periodic financial, technical and operational reports and auditable data on safety, maintenance, incidents, risks, payments and principal contractors.
Article 118 — Inspection and Audit
The authority and competent oversight bodies may lawfully access relevant records and sites, protecting trade secrets and avoiding unnecessary interference in daily management.
Article 119 — Public Performance Dashboard
For projects specified by regulation, the authority shall periodically publish accessible data on availability, quality, tariffs, payments, deductions, implementation and material changes.
Article 120 — Anti-corruption
Contracts shall expressly prohibit bribery, fraud, collusion, false data and money laundering, and allow audits, investigations and appropriate contractual measures for proven serious violations under the law.
Article 121 — Conflicts of Interest
Employees, advisers and committee members shall follow statutory conflict, disclosure and gift rules and shall not decide matters affecting entities in which they have direct or indirect interests.
Article 122 — Debarment
Debarment rules shall apply to a partner or consortium member proven to have committed corruption, fraud, serious collusion or repeated breach, through a reasoned, time-limited decision open to complaint and appeal.
Article 123 — Reporting Violations
The authority shall provide secure reporting channels, refer reports to competent bodies and apply existing whistleblower protections.
Article 124 — User Complaints
Public service contracts shall establish clear receipt, handling and escalation of user complaints to regulators or public authorities, publishing response and resolution indicators.
Article 125 — Sectoral Oversight
The contract manager shall not replace the regulator in market, tariff, quality or consumer protection regulation. Both shall coordinate to prevent conflicting instructions.
Article 126 — National Annual Report
The Ministries of Planning and Finance shall annually submit and publish a joint parliamentary report on the partnership portfolio, including projects, direct and contingent obligations, guarantees, amendments, terminations and overall performance.
Chapter Nine — Disputes, Termination and Handback
Article 127 — Amicable Settlement
Parties shall attempt amicable settlement and structured negotiation before litigation or arbitration unless urgent interim relief is needed or the dispute cannot be settled amicably.
Article 128 — Expert and Dispute Board
The contract may provide an independent expert or dispute board for technical, engineering and operational matters, specifying decision effects and objection periods.
Article 129 — Applicable Law
Iraqi law shall ordinarily govern. Mandatory public property, regulatory, integrity, tax, labour and environmental rules shall not be contractually excluded.
Article 130 — Courts
Disputes shall fall under Iraqi jurisdiction unless law and agreement permit arbitration. This Law creates no special partnership court.
Article 131 — Arbitration
Domestic or international arbitration may be agreed for contracts with a foreign element or international financing under Iraqi law and applicable agreements after required approvals. This Law is not a general waiver of state or public asset immunity.
Article 132 — Interim Measures
Interim relief may be sought from a competent court or arbitral tribunal where lawful, avoiding interruption of an essential public service where a financial right can be protected less harmfully.
Article 133 — Termination for Partner Default
Termination may follow an uncured material default, corruption, serious forgery, unresolved insolvency, service abandonment or persistent safety violations, respecting applicable lender cure rights.
Article 134 — Termination for Public Authority Default
The partner may seek termination for a substantial continuing public authority breach making performance economically or legally impossible, after exhausting specified cure mechanisms.
Article 135 — Public-interest Termination
The state may terminate for documented public necessity by competent decision, with fair compensation under the disclosed contractual and legal formula. This right shall not transfer the project to another investor outside competition.
Article 136 — Termination Compensation Principles
Competition documents shall disclose compensation formulae before award, distinguishing partner default, authority default, force majeure and public-interest termination and avoiding double recovery.
Article 137 — No Unearned Gains
Compensation shall not clearly improve the partner's position beyond continued performance, nor cover losses from risks expressly allocated to it.
Article 138 — Final Handback Standards
The contract shall initially specify required asset condition at expiry and inspection, testing and repair programmes. Handback security or reserves may be required where needed.
Article 139 — Operational Transition
The partner shall cooperate in transfer to the public authority or a new operator and provide necessary training, data, stock and documents during a specified transition.
Article 140 — Records and Data at Handback
Asset, maintenance, operational and data records and transferable systems shall be handed over under data protection and intellectual property rules. Public authority use rights shall ensure continuity.
Article 141 — Final Settlement
Final discharge shall follow settlement of rights, debts, guarantees, taxes, worker obligations and handback. Liability for fraud and legally or contractually defined defects shall continue for the prescribed period.
Chapter Ten — Transparency and Disclosure
Article 142 — National Partnership Register
The Ministry of Planning shall establish a unified electronic register covering status, authority, sector, value, duration, selection method, tariff or payment, support, guarantees and principal amendments.
Article 143 — Project Document Publication
Publication shall include non-confidential feasibility summaries, competition notices and documents, award decisions, contract summaries, fiscal obligations, material amendments, performance indicators and final handback records.
Article 144 — Open Data
A national data standard compatible with international open contracting standards may connect planning to implementation while protecting legitimate secrets.
Article 145 — Fiscal Disclosure
The Ministry of Finance shall annually publish future partnership payments, guarantees and contingent liabilities in aggregate and, where possible, by project.
Article 146 — Amendment Publication
Material changes in price, tariff, duration, service scope or guarantees shall take effect only after required approvals and publication of a summary, reasons and fiscal effect, unless a specific security reason prevents publication.
Article 147 — Ownership Updates
The project company shall update beneficial ownership, control changes and principal lenders under the law, making information available to competent oversight and financial bodies.
Chapter Eleven — Transitional and Final Provisions
Article 148 — Continuation of the 2024 Instructions
Instructions No. (1) of 2024 on Investment and Partnership between Centrally Funded Entities and the Private Sector shall remain effective insofar as consistent for no more than eighteen months after entry into force or until replacement regulations, whichever comes first.
Article 149 — Existing Contracts
Existing partnership and investment contracts shall remain valid and fundamentally governed by their original rules. Disclosure, risk management and reporting requirements shall apply to their continuation insofar as they do not impair acquired rights or retroactively alter contractual balance.
Article 150 — Unified Rules for Self-financed Entities
Regulations under this Law shall replace fragmented partnership rules for public enterprises, self-financed entities, the Mayoralty of Baghdad and public municipalities after a transition not exceeding eighteen months.
Article 151 — Guides and Model Contracts
Within twelve months, the Ministry of Planning shall update preparation guides and major-sector model contracts, including risk matrices, value for money, tariffs, availability payments, handback and lenders' rights.
Article 152 — Partnership Platform
Within one year, the national register shall become a digital platform, connected where possible with public procurement, budget, investment, commercial registration, beneficial ownership and government payment systems.
Article 153 — Capacity Building
The Ministries of Planning and Finance shall establish a national programme qualifying partnership preparation and management staff in finance, engineering, law, negotiation, risk and contract management.
Article 154 — Initial Project List
Within nine months, the Ministry of Planning shall publish the first national partnership list after preliminary screening. No project shall be listed without a sectoral plan or clear service need.
Article 155 — Implementing Regulations
On a joint Planning and Finance Ministry proposal, the Council of Ministers shall issue regulations within one hundred and eighty days covering thresholds, approvals, feasibility, value for money, fiscal obligations, competition, unsolicited proposals, guarantees, disclosure and complaints.
Article 156 — Implementation Review
After five years, the government shall review implementation and report to the Council of Representatives on project numbers, fiscal effects, service quality, competition, amendments, terminations and proposed changes.
Article 157 — Anti-circumvention
A project shall not be divided or renamed as investment, lease, management, service or joint venture to avoid this Law where its substance is a partnership or concession under these definitions.
Article 158 — Removal of Conflicts
Conflicting subordinate provisions shall be repealed or amended when replacement regulations issue. Investment, financial management, public enterprise, procurement and sectoral laws remain effective outside conflicts.
Article 159 — Entry into Force
This Law shall enter into force ninety days after publication in the Official Gazette.
Statement of reasons
This Law is enacted to create a permanent unified legislative foundation for public-private partnerships and concessions; complete the existing executive framework; unify public authority rules within constitutional limits; prevent hidden debt and circumvention of budgets and competition; link selection to value for money and fiscal sustainability; regulate competition, contracts, lenders' rights, tariffs, user protection, amendments, termination and asset handback; and attract private capital and expertise while protecting public funds.
Explanatory memorandum
A Permanent Law Instead of Multiple Rules
The 2024 instructions provided an important operational foundation. Expansion to public enterprises, self-financed bodies and municipalities requires one legal framework, leaving changing technical and financial details to regulations and guides.
Partnership Is Not Merely a Remedy for Liquidity Shortages
An investor may initially pay construction costs, followed by decades of state payments or guarantees. Partnership is justified only by better value after pricing risks, not by postponing recognition of expenditure.
Risk Allocation
The test is not maximum risk transfer, but assigning each risk to the party able to control, mitigate or insure it at lowest total cost. Unrealistic transfer later appears as higher prices, failed financing or renegotiation.
Concessions and Tariffs
In user-funded concessions, consumer protection, demand forecasts and tariffs form part of the legal balance. Investors cannot unilaterally alter regulated tariffs, and new social obligations must be funded and disclosed.
Private Proposals
The Law permits private project proposals but separates ownership of an idea from contractual entitlement. A useful study may receive limited reimbursement while competition remains the normal award route.
Lenders' Rights
Direct agreements, cure and temporary step-in rights support project continuity, without allowing mortgages over public assets not owned by the company or turning those rights into permanent facility ownership.
Handback
The Law does not wait until the final year to define asset condition. Handback standards must be specified initially, with inspections, repairs and security before expiry where needed, ensuring the state receives a usable asset.
Project Cycle
| Stage | Test | Output |
|---|---|---|
| Need | Is there a genuine service gap? | Measurable objectives and indicators. |
| Partnership Suitability | Can risks transfer and long-term performance be measured? | Preliminary acceptance or rejection. |
| Feasibility | Is the project technically, economically and legally feasible? | Integrated study. |
| Value for Money | Is PPP better than public delivery after pricing risks? | Documented comparison. |
| Affordability | Can the budget bear obligations under stress scenarios? | Financial opinion and approval. |
| Competition | Who offers the best value and performance and financing terms? | Award and standstill. |
| Financial Close | Has financing become binding? | Commencement of principal obligations. |
| Management and Handback | Do service and asset performance meet the indicators? | Payment or deduction, followed by orderly handback. |
Risks and Fiscal Impact
The Law requires no large independent authority. The central unit uses existing Ministry of Planning structures, while the Ministry of Finance uses its own risk-assessment structures. Administrative costs centre on capacity, specialist advice, the digital register, and financial, legal and engineering analysis.
The value of partnership projects is not itself an implementation cost of the Law. Project values, support and guarantees vary individually. The draft therefore gives no aggregate figure or fixed viability-gap support percentage without an actual portfolio and verifiable data.
The fiscal standard is full disclosure of payments, guarantees, compensation and contingent obligations, tested under demand, exchange-rate and refinancing scenarios. Open-ended guarantees and accounting designed to hide debt are prohibited.
Alignment with Existing Legislation
| Framework | Treatment |
|---|---|
| Investment and Partnership Instructions No. (1) of 2024 | Continue transitionally where consistent until replacement regulations, for no more than 18 months. |
| Investment Law No. (13) of 2006, as Amended | Remains the licensing and benefits framework; a partnership contract is not an investment licence. |
| Federal Financial Management Law No. (6) of 2019 | Remains the budget, borrowing and guarantees framework; this Law adds specific PPP tests. |
| Public Enterprise and Procurement Laws | Remain effective, with this Law serving as the specific partnership and concession text. |
| Sectoral Laws | Remain the reference for licensing, tariffs, quality, safety and the environment. |
Transitional Provisions and Implementation Requirements
The draft preserves existing contract stability and prevents retroactive reopening of acquired rights. It temporarily retains the 2024 instructions until replacements and consolidates public enterprise, self-financed entity and municipal rules instead of maintaining separate tracks.
During the first year, the national database shall be established, guides and model contracts updated, and capacity built in Planning, Finance and sectoral bodies. These tools shall connect where possible to procurement, budget and commercial registration systems.
International Standards Relevant to Iraq
The 2019 UNCITRAL Legislative Guide and Model Legislative Provisions on PPPs provide references for preparation, competition, contract contents, duration, termination, disputes and transparency. They emphasise clear authority, competition and disclosure rather than broad investor privileges.
World Bank guidance likewise shows that a sound PPP law must integrate with budgets, procurement, land, environment, regulation and courts rather than operate in isolation. The IMF-World Bank PFRAM methodology helps test fiscal obligations and risks and may be used analytically without binding the Law to a specific programme or technical version.
Sources and references
- Constitution of the Republic of Iraq, 2005 — Iraqi Council of RepresentativesConstitutional basis for public funds, federal responsibilities and financial and regulatory powers.
- Iraqi Gazette, Issue 4771, 29/4/2024 — Investment and Partnership Instructions No. (1) of 2024Official instructions governing centrally funded entities' partnerships and BOT, BOOT, BLT, BTO, DBFO and other models.
- Ministry of Justice — Official Announcement of Issue 4771Documents issuance of the instructions under Council of Ministers Decision No. (24277) of 2024.
- Ministry of Planning — Preparing New Rules for Public Enterprise Partnership Contracts, 4/3/2026Documents continued centrally funded entity instructions in 2026 and the need for rules for self-financing, public enterprises, the Mayoralty of Baghdad and municipalities.
- Ministry of Planning — Workshop on Investment and Partnership Instructions No. (1) of 2024, 17/4/2025Documents practical application and discussion of partnership concepts, risks and legal challenges.
- Ministry of Planning — Meeting on Partnership Instructions and Contracting, 10/11/2024Documents the instructions' connection to budget law and the existence of a partnership contract guide.
- Ministry of Justice — Federal General Budget Law No. (13) of 2023 for 2023–2025The law underlying Investment and Partnership Instructions No. (1) of 2024.
- National Investment Commission — Investment Law No. (13) of 2006, as AmendedReference for investment benefits and licences and their separate relationship to partnership contracts.
- National Investment Commission — Investor GuideOfficial reference for investment scope, procedures and exceptions.
- Ministry of Planning — General Government Contracts DepartmentExplains the department's policy, standard document, training and government contract roles.
- Ministry of Justice — Federal Financial Management Law No. (6) of 2019General reference for the budget, obligations, borrowing, guarantees and federal financial management.
- World Bank — Iraq Country Profile: Public-Private PartnershipComparative reference for Iraq's framework and investment law's place in the partnership environment.
- World Bank — Guidance on PPP Legal Frameworks (2022)Reference for legal and institutional design, fiscal sustainability and integration with budgeting, procurement and regulation.
- UNCITRAL — Legislative Guide and Model Legislative Provisions on Public-Private Partnerships (2019)International legislative reference for preparation, competition, contracts, duration, termination, settlement and transparency.
- IMF & World Bank — Public-Private Partnerships Fiscal Risk Assessment Model (PFRAM 2.0)Reference for assessment of partnership fiscal costs, risks and contingent liabilities.
- World Bank — Public Financial Management Frameworks for PPPsReference for including partnership obligations in accounting, budgets and risk management.
Proposed legislation within Ali Zuweid's Political Programme · Prepared by Ali Zuweid