Company and branch registration service

Registering branch in Iran

Iranoox Company is a professional and experienced service provider located in Tehran, providing solutions to its clients worldwide. With our qualified, experienced and multilingual team, we are able to provide assistance in areas of company or branch registration, banking, investment, recruitment, exchange, car, home and office rental, intra organizational services and company management of the highest efficiency and reliability to maximize our clients’ commercial competitiveness whilst minimizing their legal risks.

Company formation

Iranoox has helped their clients to incorporate companies in various jurisdictions with fast and legal procedures. Iranoox can provide their clients full scope services including registered address, company secretarial service, bank account opening, local directors and nominee shareholders to meet all the requirements came from the clients. With our offices in Tehran, upholding the philosophy of “Customers are the king”, we provide company formation in Tehran with international multilingual support team  for Chinese and foreign investors. Besides our company secretary service can further assist our clients in their subsequent operations.

How to register company in Iran as a foreigner?

Iran has got one of the most youthful and dynamic population in the Middle East. They are quickly earning the tag of being one of the most thriving business communities in the world. Considered as the last emerging business nation in the world, they are slowly but surely entering the global market. It is expected that the current economic framework of Iran will allow it to become the greatest economy in the Middle East and in due time be one of the top trading countries in the world. The return on investment is quite high in Iran.  The normal rate of rate of return in land, telecom, mining and oil industry of Iran is over 44.9% and the expansion rate of the economy for 2015 was under 14.0%. As  consultant, we guide foreign investors how to register a company in Iran, private limited company, joint venture and branch office as FDI policy.

With so much going on in Iran, it is no surprise to see how the rest of the world is taking notice of this great country. In fact, the economic stability and limitless potential has created a lucrative deal for foreign investors from all around the globe. They are all planning to set up businesses in Iran and establish their own companies there as well.

Foreign company registration in Iran

The registration of an independent foreign company in Iran is almost similar to the registration of a domestic company, but the registration of a branch or representative office of a foreign company requires proof of the legal identity of the parent company in its home country and the relevant documents are provided by the applicant company. According to Article 3 of the Companies Registration Law, in order for a foreign company to be recognized as a legal entity in Iran and for a company to conduct business in Iran, it must be recognized as a legal company in its home country and registered with the Tehran Registry. The absence of either of the above two criteria means that from the point of view of Iranian law, a foreign company does not exist. Therefore, identifying legal personality for foreign commercial companies is valid if these companies have legal personality in the country in which they are established.

Article 5 of the Companies Registration Law obliges the representative or branch management of foreign companies to register a company in Iran, provided that they wish to operate in Iran. Failure to register will result in a fine being issued by the responsible persons and prevent the company and its branch from operating in Iran. Obviously, if a foreign company engages in commercial operations before the registration process, it will be considered a violation of the law and will be treated according to the law.

Foreign companies can now set up their organization with 100% responsibility for offers and control of their business. This can be a preferences to a portion of the organizations willing to be more required in the Iranian market giving them greater security and solidness as a remote financial specialists. There are two sorts of organizations which can be enlisted for remote venture openings, Limited Liability Company and Joint Stock Company

Limited Liability Company Registration

A Limited Liability Company is characterized as an organization framed by at least 2 people to direct business exchanges and exercises. Limited Liability Company depends on the immediate commitments of the accomplices to the organization and not by offer membership.

The developments of limited liability partnerships are regarded to have occurred when the capital in real money has been completely contributed and when non-cash contributors have been surveyed and conveyed.

The entire incorporation process or registration of the company involves finalizing what the company’s objects will be. It also includes the submission of the required documents of the company which will be registered as a joint stock company or a limited liability company. The list of requirements includes the following.

  • Need to submit a formal writing requesting for registration of their company.
  • Provide certified photocopies of the articles of association and articles of memorandum. Any other changes made in the company registration of the parent company should also be provided.
  • The last audited financial report of the company.
  • A feasibility study of the company should be provided. This study should contain all the information related to the activities done by the said foreign company. There should be detailed explanation as to why the company wishes to incorporate in Iran. A description of the type of activities to be performed by this particular company in Iran should also be mentioned along with the permanent address of operations. As estimated number of local workforce required and expats needed should also be included in this feasibility study. And lastly, the feasibility study must contain a financial sector. Over there it should be clearly mentioned as to how much money is being invested in this company and in what currency. There should be a detailed flow of currency that will be used in the daily operations of the company.
  • Introduction of a letter of presentation from a government on the off chance that the branch has been set up for usage of an understanding between the remote organization and that administration element.
  • Once all the above steps have been completed and the documents served, the foreign company will have to fill up the Statement of Registration form.
  • The Statement of Registration form will be followed by filling up the Certificate of Registration. These forms require the official signature of the owner of the foreign company or the signatures of the board of members.
  • The Companies Registry in Tehran then requires the Letter of Authorization as well. This is basically the letter that the foreign company has given out to their representatives in Iran. Submission of this letter is crucial and should not be ignored.
  • A letter of Undertaking is expected to be provided as well. This letter is the foreign company’s undertaking which states that they shall close down their offices in Iran in case of some sort of violation of the rules of the state. It indicates that the state has the full right to revoke their business license if they fail to adhere to the rules and regulations imposed by the government body.
  • The last step that involves the registration requirements of a foreign company in Iran is to ensure that all the documents provided by the said foreign company are certified by all the appropriate authorities. This includes the local registries, as well as being confirmed by the Foreign Ministry of the country from where the foreign investor is from and finally by the Iranian embassy of that country. Once all these have been ensured, the documents mentioned above should be translated into Persian by an official translator. The translator should be certified by the Judiciary. Once the translation is done, all the original documents should be then submitted to the Companies Registry to ensure the proper registration of the company.

Please consider that all above notes and documents are vital for private joint stock company registration and the only difference about joint stock company is that it is included of at least 5 members( 3 members of the board, 2 main inspector and 2 Alternate members). In comparison to limited liability company, joint stock companies are more valid and benefit from banking facilities and participate in auctions and tenders.

Registration of foreign company branch

It can be stated that if a foreign company wants to start operating legally in Iran, it must be recognized as a legal company in its home country, after which it can register its company in the Companies Registration Office. If a foreign company is not registered as a reputable and legal company in its own country, it cannot formally operate in Iran as an independent company.

Failure to comply with the above two cases makes it impossible to register a branch of a foreign company legally and from the point of view of the laws and regulations of Iran, the above foreign company does not exist and can not operate. In this article, we intend to always provide interesting information about registering a branch of a foreign company for you dear ones.

How to register a branch of a foreign company

According to the laws and regulations in force in Iran and in accordance with Law 4 of the Companies Registration Regulations, in order for a foreign company to be able to legally pursue its activities in Iran, a Persian registration declaration must be made by the person who has the right to sign from the company. The mother is to complete and present the show. The relevant declaration must be written in Persian. In the Persian registration declaration, the full name of the company, the type of company, its main center along with the address, the citizenship of the company and the amount of its initial capital must be stated correctly.

In addition to the above, the person must have committed the last balance sheet of the company according to the company’s articles of association and state where the company’s branches are located in Iran. Mentioning the representatives of the parent company in Iran is also one of the items that should be mentioned when completing the registration declaration. All of the above makes it possible to say that a foreign company can pursue its activities in Iran legally.

Declaration of registration of a foreign national company in Iran

According to the regulations in Iran, any natural or legal person who wants to register a branch and represent foreign companies must meet the following general conditions:

  • Providing technical and engineering services and having information technology knowledge
  • Providing after-sales service for goods of foreign companies
    Carrying out executive operations by concluding a contract between Iranian and foreign companies
  • Cooperation with technical and engineering companies in Iran to operate in other countries
  • Creating different opportunities for investors of foreign companies in Iran
    Increasing Iran’s non-oil exports

Documents required to register a branch of a foreign company

In order to register a foreign agency and for foreign companies to be able to start operating legally in Iran, they must provide a series of documents and information legally and officially. The representative and the person who has the right to sign the parent company or its lawyer must be able to provide the required documents accurately. The documents required to register a foreign agency are as follows:

  • Presenting two copies of the translation of the articles of association of the parent company (original)
  • Providing two official translations of the founding announcement and the latest changes made in the parent company
  • Provide a copy of the major representative briefing report
  • Translation and image equal to the original passport if it represents a foreign real person
  • Image equal to the original authentication documents if it represents an Iranian person (identity card and national card only)
  • The image of the official newspaper advertised and the latest personal legal changes in cases where he is the main representative of an Iranian legal entity
  • An original and official translation of the parent company’s balance sheet report
  • Two copies of the official translation and equal to the original of the agency contract or power of attorney
  • Original commitment letter subject to Article 6 of the By-Laws on Registration of Branches and Representation of Foreign Companies

What is the process of registering a branch of a foreign company?

If, in addition to the registration of the main branch, several other branches are to be established in Iran, the location of the branch must first be specified completely and accurately, which requires the introduction of a representative with the right to sign. The branch must be fully and legally subject to the conditions under the original registration of the said company. If other branches are established after the registration of the main branch, the application for registration of the branch must be made according to the registered declaration, in which case it will be given to the main company in Iran for certification.

The legal duties of the applicant for registration of a branch of a foreign company in Iran

When registering a branch of a foreign company and also continuing the life and activity of such companies, it should be stated that there are a series of legal obligations that the representatives and lawyers of the parent company should be able to fulfill their obligations legally. Some of the legal duties of foreign branches in Iran are as follows:

The representative of the foreign company must be able to fully comply with the obligations imposed on him by law, otherwise the process of the company’s activities may become problematic over time.
The commencement of the company’s business activity must be in such a way that it has passed within a maximum of 4 months from the date of registration, otherwise any legal activity performed will be considered a violation. The required documents must be submitted to the registry office at the appointed time so that the documents can be fully submitted to the registry office.
After registering a branch of a foreign company, its managers have the duty to submit various annual reports from the parent company, which include audit financial reports, to the registry office. The report submitted by independent auditors residing in Iran will be reviewed.
The foreign company is required to submit a copy of its balance sheet to the registry every year for a transparent review of the financial statements.
Failure to comply with the above will result in the revocation of the branch license through the judicial authorities, which may lead to the dissolution and liquidation of the company. If the company’s activity is not extended within the specified period, it can lead to irreparable losses.