Certificate of Incorporation of the Muhandis General Company

Below is a translation of the February 26, 2023, articles of incorporation of the Muhandis General Company for Construction, Engineering, and Mechanical, Agricultural, and Industrial Contracting (hereafter shortened to Muhandis General Company). Iran-backed militias in Iraq intend this commercial entity to be their equivalent of Khatam al-Anbia, the Iranian economic conglomerate owned by the Islamic Revolutionary Guard Corps (IRGC), a U.S.-designated terrorist organization.

The Militia Spotlight profile of the the Muhandis General Company can be found here.

A Militia Spotlight entry on the company's initial operations can be found here.

Certificate of Incorporation of Muhandis General Company

Pursuant to the provisions of Article 6 of the Companies Law No. 22 of 1997 as amended and Council of Ministers Resolution No. 23032 of 2023, the Popular Mobilization Units (PMU) submitted a request for the incorporation of a general company.

The Company’s name:

Muhandis General Company for Construction, Engineering, and Mechanical, Agricultural, and Industrial Contracting

Capital: 100,000,000,000 – One billion Iraqi Dinars

I, the Company Registrar, hereby certify that the abovementioned Company was registered in accordance with the provisions of Article 6 of the Companies Law No. 22 of 1997 as amended.

Made in Baghdad on the sixth of Shaaban of 1444H corresponding to February 26, 2023 AD.

Rashad Khalaf Hashem

Companies Registrar

Statement of General Company Incorporation

First: Company name:

Muhandis General Company for Construction, Engineering, and Mechanical, Agricultural, and Industrial Contracting

Location and Head Office: Iraq, Baghdad, with the right to open branches inside Iraq.

Second: Company Objectives

The Company aims to contribute to the promotion of the national economy by investing capitals in construction, engineering and mechanical contracting and in the agricultural and industrial fields according to the development plans and planning decisions to reach the highest level of work development and production.

Third: Company’s activity:

Carrying out construction, engineering and mechanical contracting works and agricultural and industrial works, by:

1. Executing construction contracting works including works related to the manufacturing and preparation of building materials and requirements, construction, expansion, destruction and restoration of all kinds of buildings, roads, bridges, railways, airports, dams, tanks, built-up areas, rivers, all kinds of irrigation and drainage projects, ports, water and conduits works, wells drilling, opening of canals and other construction works and contributing to re-construction works;
2. Conducting engineering works by designing and delivering civil and electrical projects and works, maintenance works, environment control systems (surrounding and emitted air, soil, underground water, noise, radiation), early alarm systems, and execution of subcontracting works;
3. Carrying out mechanical contracting works including works related to the setting-up, installation and maintenance of equipment, machineries, electricity generation plants, pumping stations, sewages, towers, steel installations, maintenance of devices and various industrial projects and other works falling within this scope.
4. Carrying out agricultural works by acquiring lands, investing desert lands in accordance with the laws in force by establishing agricultural and animal projects, planting all kinds of agricultural crops, developing the agricultural sector by introducing agricultural techniques and mechanisms and modern irrigation systems, drilling wells to store water by relying on underground water, establishing barns and fields for raising poultry and livestock, and producing all kinds of meet and table eggs to supply the local market;
5. Carrying out industrial works such as the manufacturing of construction materials, wood and wood products, food products, manufacturing glass products, computer, telecom and electronic devices related electronic industries, plastic products, rubber tiles products, pipes, ropes, anti-leakage substances, threats, plastic covers, and mining industries such as mineral galvanization or purification, pesticides, petrochemicals, textile and clothing, marketing same in the local markets and carrying out all activities related to the industrial activity.

The Company may, for the purpose of achieving its activity, carry-out the following:

1. Acquire movable and immovable assets, various machineries, equipment, and means of transportations, registering same in its name at the competent department, selling, mortgaging, renting, and leasing same and disposing of same through any legal act, carrying out all transactions, concluding contracts it deems necessary, and constructing buildings, warehouses and various facilities for the purpose of achieving its objectives;
2. Establishing factories for the manufacture of construction materials, wood, food, glass, electronics, plastic and mining products, securing its needed machineries, equipment, and other materials falling within the scope of the Company activity, setting-up technical items, establishing training centers and securing their requirements;
3. Establishing animal slaughterhouses for the production of meat, and packing and packaging factories for agricultural and animal products;
4. Concluding contracts for the execution of contracting works for the state departments projects and projects in other sectors inside Iraq;
5. Importing, exporting and selling raw materials and back-up tools required by the Company’s works and their respective works and all matters leading to improving and increasing production in accordance with the laws in force.
6. Investing cash surplus by contributing to Arab and foreign companies and institutions or participating with them in executing works related to the Company’s objectives outside Iraq after obtaining the necessary approvals;
7. Investing cash surpluses in fixed deposits with banks in Iraq for a period not exceeding than (180) one hundred and eighty days, provided that a special account is opened in the company's relevant records for the purpose of recording the interests due on these deposits to be shown in the final accounts in a way that facilitates measuring the efficiency of the company's performance in its sector activity;
8. Opening current accounts, fixed deposits and savings accounts at Iraqi and foreign banks in national and foreign currencies in accordance with the permitting laws. The Company may open and renew bank credits, draft, issue and accept checks, deeds, trade bills and securities of all kinds, obtain various banking facilities, whether against a guarantee or not, in accordance with the controls and instructions. The Company may also take out loans and mortgage its movable and immovable assets as a guarantee against these debts and facilities. The Company may accept mortgaged movable and immovable assets as a guarantee of its debts and rights towards other civilians or customers;
9. Acquiring, purchasing, using, accepting, selling and disposing of all kinds of patents, trademarks and industrial specimens, franchises, and technical expertise related to the Company’s activity and allowing their use, rent and lease in line with the Company’s best interest;
10. Investing cash surplus by contributing to joint-stock companies or participating with them in executing works related to the Company’s objectives inside Iraq and obtaining the necessary approvals if the work is outside Iraq;
11. Conducting tenders and auctions and entering into various covenants with the various Iraqi and foreign economic and financial sectors, accepting powers of attorneys, concluding contracts and executing all transactions, whether alone or for its account or in partnership with others, with the right to carry-out all acts it deems necessary for the execution of its objectives and under the conditions it sees fit;
12. Lending, borrowing, obtaining funds from financial institutions and national public companies to finance its activities in accordance with contracts and terms to be agreed upon, not exceeding than (50%) fifty per cent of its paid-up capital;
13. Participating with major Iraqi, Arab and foreign companies in executing works related to the Company’s objectives inside Iraq;
14. Holding seminars or scientific conferences and exhibition or taking part in them inside and outside Iraq for the purpose of developing its works and achieving its objectives;
15. Carrying out any other works in line with the Company activity or facilitating the achievement of its objectives in line with the laws in force.

Fourth: Company capital 100,000,000,000 – one billion Iraqi Dinars

Fifth: Incorporating entities: PMU

Sixth: The Company shall abide in its work by the provisions of the Companies Law No.22 of 1997 as amended.

Faleh al-Fayyad

President of the Popular Mobilization Forces

Announcement of Amendment of a Public Company Incorporation Statement

The General Automobiles and Machinery Company submitted a request for amendment of Paragraphs 8, 9, 10 and 11 of Article Three (Company’s Activity) and Article Four (Company’s Capital) of its Acts of Incorporation pursuant to the provisions of Articles 15(First), 16(First) and 17 of the Companies Law No. 22 of 1997, Article 1 of Law No. 28 of 2015 concerning the fifth amendment of the abovementioned Companies Law, and Council of Ministers Resolution No. 231 of 2022. The requested amendment reads as follows:

Article Three: Company’s Activities

For the purpose of achieving its activity, the Company may:

1. Invest cash surplus by contributing to joint stock companies or participating with them in executing works related to the Company’s objectives outside Iraq after obtaining the necessary approvals;
2. The Company has the right to participate with major Iraqi, Arab and foreign companies in executing works related to the Company’s objectives inside Iraq;
3. Investing cash surpluses in fixed deposits with banks in Iraq for a period not exceeding than (180) one hundred and eighty days, provided that a special account is opened in the company's relevant records for the purpose of recording the interests due on these deposits to be shown in the final accounts in a way that facilitates measuring the efficiency of the company's performance in its sector activity;
4. The Company may lend, borrow, obtain funds from financial institutions and national public companies to finance its activities in accordance with contracts and terms to be agreed upon, not exceeding than (50%) fifty per cent of its paid-up capital.

Article Four:

The Company Capital is of 15,053,879,413 (fifteen billion and fifty-three million and eight hundred and seventy-nine thousand and four hundred and thirteen Dinars)

Statements

I, the Company’s Registrar has decided to register the amendment in accordance with the provisions of Articles 15(First), 16(First) and 17 of the Companies Law No. 22 of 1997, Article 1 of Law No. 28 of 2015 concerning the fifth amendment of the abovementioned Companies Law, and Council of Ministers Resolution No. 231 of 2022, provided such amendment is published in accordance with the provisions of Article 10 (Three) of the same Law.

Made in Baghdad on the twenty second of Rajab of 1444H corresponding to February 13, 2023 AD.

Mujahed Mohammed Shafi al-Aifan

Companies Registrar