Hooshyar Momayez(ICPA)
Accounting, Tax, Advisory and Auditing Firm
HOME فارسی



Frequently Asked Questions (FAQ):

1. Who can form a company in Iran?

Anybody (natural or legal person), Iranian or non-Iranian, can form a company in Iran. Foreign Individuals (legal or natural) can form and own a business in Iran without needing partnership of a local resident (providing all shareholders’ passports and the required company registration documents). A few parties (entities) can form a new entity together without the need of any natural persons (joint venture) providing their representatives' identity documents.

2. Can I form a company with just one person?

A minimum number of 2 persons is required for a limited liability company, 3 persons for a private joint stock, and 5 persons for a public joint stock company, and production and consumption cooperative must have at least 7 members. Note 1: All shareholders receive equal shares in production and consumption cooperatives. Note 2: Limited liability Companies could run by a CEO and there is no need for a board of directors. Private joint stock entities could run by two board members and a board of inspection consisting of at least two members whom are nonrelative to the board members.

Limited liability

Private joint stock

Minimum no. of shareholders

2

3

Nature of capital

Shares

Stocks

Number of board members

1

2

Minimum capital

IRR1,000,000

IRR1,000,000

Appointment of chief financial officer

Optional

Mandatory

Publication of shareholders' general meeting invitation in newspapers

N/A

Yes

Liabilities of shareholders

Limited to the amount of shares

Limited to the amount of stocks

Voting power

Pursuant to the amount of shares

Pursuant to the amount of stocks


3. Minimum capital requirement?

A minimum capital of IRR1,000,000 is required to form a private company, and IRR5,000,000 is required to form a public company. However, considering the companies field of work, and the conditions under which companies are allowed to raise their capital, it may be advised to consider a higher amount as the start-up capital.

4. How the capital is paid? In installments? If yes, please provide more information. Any requirement on currency?

Payment for shares may be either in cash or in kind. If payment is made in kind, the value of the property involved must be appraised by in official appraiser of the Ministry of Justice. If the payment is made in cash, only 35% needs to be paid at the time of formation and the remaining 65% is payable within five years upon the call of the board of directors or shareholders. If the payment is made in kind, then, the full amount of the property must be transferred to the company at the time of formation. 4-1- Below there is list of all types of capital, cash or non-cash, that can be brought to the country:

· Cash funds in the form of convertible currency imported to the country through banks (the currency must be acceptable by the Central Bank of Iran)
· Machinery and equipment,
· Tools, spare parts, CKD parts, auxiliary materials,
· Patents rights, know-how, etc.,
· Transferable dividends of foreign investors,
· Other permissible species approved by the council of ministers.

5. Any requirement on director’s residence or nationality?

No restriction on foreign nationals as long as they are holding a valid permit.

6. What are the required documents to register a branch office in Iran?

Below, there is a list of documents required for registering a branch office in Iran.

1. Signing the contract and granting procurement to the contractor in order to register the branch office;
2. Completing the branch office's name determination form;
3. Obtaining the foreigner's trace code for the company's representative in Iran;
4. Completing the registration declaration form (in Farsi);
5. Registration request letter (in Farsi);
6. A certified copy of:

a. the articles of association of the main company;
b. the official gazette of establishment of the main company;
c. the main company's latest official gazette covering the latest changes;

7. A certified copy of the main company's latest approved financial report;

8. A briefing report by the company highlighting the following information:

a. Information and details of the main company's fields of activities,
b. Clarification of the reasons indicating the necessity of having a new branch office in Iran,
c. Clarification of the branch's nature of activity and extent of authority and also the place of activity,
d. Estimation of the required Iranian and foreign human resources,
e. How the required sources of funds, in rials and other currencies, to administrate the new branch office are provided;

9. Introduction letter from the governmental organization with which the branch office is going to cooperate;

10. A letter of declaration regarding a foreign company's branch office registration;

11. A letter of affirmation regarding the main company's registration;

12. The main company's representatives' letter of authorization;

13. A letter of commitment indicating that in case the authorities cancelled their activity license, they introduce someone as the equity receiver and take action in order to liquidate the branch office within the time appointed by the Companies and Non-Commercial Institutions Registration Administration.
Note A: All the documents prepared in a foreign country, after being approved by the related authorities (such as the Companies Registration Office) and that country's Foreign Affairs Ministry, must be approved by I.R. of Iran's embassy or representatives in that country. These documents must be translated into Farsi and get approved by the judiciary technical office. The original documents and the translations must be submitted to the Companies and Non-Commercial Institutions Registration Administration.