Doing business in Iran - Dayarayan.net

DOING BUSINESS IN IRAN
Foreign nationals are generally allowed to hold less than 50% holdings in a company registered in Iran
unless they apply for a certificate of protection issued by the Government in accordance with the Law for
Attraction and Protection of Foreign Investments
Establishment of a branch
The applicants of establishment of a branch in Iran need to submit the following documents to the
Company’s Registrar in Iran:
1.
2.
3.
A written application by the company.
Notarized certified copies of the company’s Articles of Association, certificate of incorporation, and
latest changes thereto notified to the competent authorities in the country of Head Office.
A report containing:
3.1 Information pertaining to the activities of the company
3.2 Justification and the need for the establishment of a branch in Iran
3.3 Nature and scope of the authorities given to the branch and the object of the branch
3.4 An estimate of human resources required, segregated between Iranian and expatriate
employees
3.5 The manner by which the local requirements of the branch (foreign currency and Rials) are
funded
3.6 A letter from a government agency in the event that the company has concluded a contract
with that agency
3.7 Registration declaration for the branch. There is a template for this, which will be completed
and signed by the resident manager
3.8 A letter of authority authorizing the branch manager to act on behalf of the foreign
company
3.9 A letter of commitment executed by the resident manager undertaking to proceed to
liquidate the branch in the event the activities of the branch are terminated by the Iranian
competent authorities.
Kindly note that any of the documents set out above which are prepared outside Iran must be certified by
the competent authorities and confirmed by the foreign ministry and notarized by the Iranian Consulate in
that Country. The above documents must be translated into Farsi and the English originals as well as the
translated versions must be submitted to the Company’s Registrar.
Dissolution and Liquidation
General provisions governing the dissolution and liquidation of a joint stock company are provided in
the law and companies are authorized to specify in their Articles of Association any particular provisions
they may desire so long as they are not inconsistent with the law. Since the provisions of the law on this
subject are general in nature, it is advisable, when drafting Articles of Association, to include procedures
for dissolution and liquidation.
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