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starting a business in Iran

starting a business in Iran

starting a business in Iran

Company Formation and Branch / Representative Office Registration in Iran

Law Permitting Registration of Branches or Representative Offices of Foreign Companies

Article- The foreign companies which are being considered to be legal corporate bodies in their country of registration, in case of reciprocal treatment by the country governing the said companies, may register their branches or representative offices to carry out businesses determined by the Government of Islamic Republic of Iran within the framework of the prevailing laws and regulations.

Note: The executive regulations of this Law shall be drawn up by the Ministry of Economy and Finance through coordination with other authorities concerned and shall be presented to the Council of Ministers for approval. The above Law, comprising a Sole Article and one Note was approved by the ICA in the open session of Wednesday November 12, 1997 and was confirmed by the Guardians Council on November 19, 1997.

The Executive By- Laws of the Law Authorizing Registration of Branches or Representative Offices of Foreign Companies in Iran

The Council of Ministers, in the course of a meeting held on March 31, 1999 (11.1.1378) pursuant to a proposal by the Ministry of Economy and Finance and in compliance with the Note appended to the Single Article of the Law ratified in 1997 authorizing registration of branches of representative offices of foreign companies (in Iran), approved the Executive By-laws of the said Law as follows:

Article 1: A foreign company which is known and admitted as a legal company in the country of registration shall be authorized to have its branch or representative office registered in Iran for the activities listed below, by observing the principle of reciprocal action and also with due regard to the requirements intended herein, as well as the other pertinent regulations:

  1. After- sale services for goods and services supplied by the foreign company.
  2. Executive works of the contracts signed between Iranian and foreign companies.
  3. Review and preparation of grounds for investment by foreign company in Iran.
  4. Cooperation with technical and engineering companies in Iran, for performance of works in a third country.
  5. Promotion of Iranian non-oil exports.
  6. Technical and engineering services and transfer of technology and technical know- how to Iran.
  7. Activities legally licensed by Iranian government authorities which are duly authorized to issue such permits, in such areas as transportation, insurance, goods inspection, banking, marketing and the like.

Article 2: A branch office of a foreign company shall be the local office of the principle company, which directly functions and attends to business within the objectives and duties undertaken by the principle company. Therefore, and business activity by such branch office shall be in the name and under the responsibility of the principle office of the company.

Article 3: A foreign company wishing to have registered its branch office in Iran shall provide the Registrar of Companies and Industrial Ownership, with the following information and documents, to be submitted along with a written application:

  1. Company’s article of association, notice of incorporation, and the last change(s) registered with competent authorities.
  2. The last confirmed fiscal report of the company.
  3. A feasibility report containing information on the company’s activities, by mentioning the reason(s) for registering the branch office in Iran, nature and scope of its authorities and area of activities, as well as the number of Iranian and foreign manpower needed for such activities and the intended source of Rial and foreign currency supply.

Article 4: The representative of a foreign company shall be a natural person or legal entity who, by signing a contract, undertakes the performance in Iran of a certain part of the duties of the head office.

Article 5: Iranian natural persons and juridical entities applying for registration of agent office of a foreign company in Iran shall submit, along with a written application, a Persian translation of the original copies of the following documents. to Register of Companies and Industrial Ownership:

  1. Attested Photostat of the contract to in Article 4 above.
  2. Identity papers of the applicant; for natural persons, a Photostat of their birth certificate together with their legal address, and for juridical entitles, the company’s articles of association and the last change(s) made in the company registered with the competent authorities.
  3. A profile of the Applicant’s previous business activities, relative to the area(s) of activities intended for the contract signed for registering the representative office in Iran.
  4. The articles of association of the foreign company, notice of establishment and the last change(s) made in the company registered with the competent authorities.
  5. A report on the foreign company’s activities, by mentioning the reason(s) for establishing the branch office in Iran.
  6. The last confirmed fiscal report of the foreign company, which intends to open its agent office in Iran.
  7. A letter of introduction from the ministry concerned.

Article 6: Those whose license of activity shall be revoked by the competent authorities shall take the necessary actions through Registrar of Companies & Industrial Ownership, for winding up their branch or representative office, within the period specified for the same purpose.

Note: The companies whose license of activity shall not be extended will be given a period of 6 months to wind up the registered company and proceed with liquidation.

Article 7: The branch office of a foreign company registered and working in Iran shall submit every year to the authorities concerned, a report on their principle company, including their annual fiscal report audities by independent auditors in the country of origin.

Article 8: Natural persons and juridical entities falling under the requirements hereof shall be required to submit a report on their branch office activities in Iran together with audited account statements, within four (4) months starting the end of each fiscal year. As long as the Executive Regulations of Note (4) to the Single Article of the Law approved in 1992, for using the services of specialized and professional accountants known as “Official Accountants” are not ratified, the intended auditing may be handled by accounting organizations and auditing firms whose partners being natural persons are acceptable to the supervisory office of the State Audit Organization.

Article 9: The branch or representative office of a foreign company registered in Iran pursuant to the regulations forth herein is operated by one or more natural persons residing in Iran.

Article 10: To enable foreign companies to fully enjoy the benefits and advantages foreseen by this present Regulation and to perpetuate their activities in Iran, foreign companies already operational in Iran prior to the date of entry into force of this Decree, shall be are required to provide the authorities concerned with documents and information required pursuant to Articles 3 and 5 above, and also take the necessary steps for adjusting their statues to the requirements forth by this regulation.