Doing Business in Iran (Company Registration , Branch Office , Representative Office)

To  start a business in Iran ,foreign entities can approach the Iranian market in different ways. Incorporating a new company, registering a branch office and  registration of  a representative office ( agent office ) are three different ways for foreign companies to do business in Iran.

Incorporation of a company in Iran

Following a directive issued on 2008, The Company Registration Office will now permit the registration of up to 100% foreign controlled companies in mainland Iran without the need for presenting a foreign investment license.

Our firm can assist clients on establishing their company under Iranian commercial Law.

Along with assisting the clients to register their company in Iran, our lawyers also can help clients to draft the Articles of Association,to check the validity of  minutes of General Managers of Founders and Board of Directors meetings  and the shareholder meeting under the Iranian Commercial Law and to prepare all the required documents in order to register the company.

Registration of a branch or representative office
The Council of Ministers approved the Executive By-Laws of the Law Permitting Registration of Branches and Representative Offices of Foreign Companies under No.019776T/M/78-930 on May 2, 1999. According to Article 1 of these By-Laws, the companies that are considered as legal companies in their countries of origin i.e. have been formed on the basis of the laws and regulations of those countries and are legal entities, may set up their branches or representative offices in Iran, on the basis of the applicable laws and regulations, in order to carry out the businesses mentioned hereafter.
There are other certain requirements applicable to the foreign entities seeking to register branches or representatives office in Iran:
1. companies shall be able to enjoy the same treatment (as a minimum) in your country regarding registering branches or representative offices.

2. Representative agencies shall be managed / administered by persons permanently situated in Iran

Field of activities for foreign company

1. After sale services for goods or services of foreign company.

2. Implementing of operational processes of agreements signed between Iranian and foreign companies.

3. Study and to pave the ways for foreign investment in Iran.

4. Cooperation with technical and engineering companies of Iran to carry out activities in country of third party.

5. Enhancement of non- oil exports of Islamic Republic of Iran and transfer of know- how and technology.

6. To carry out activities licensed by governmental institutions such as rendering services on transportation,

7. Insurance and inspection of goods, banking, marketing and so on.

Branch office of a company
According to Article 2 of the Executive By-Laws of the Law Authorizing Registration of Branches and Representative Offices of Foreign Companies, a branch of a foreign company is a local (Iranian) wing of the original company that carries out the business and functions of the head office of the company in Iran directly through one or more principal representative(s).

Agents (Local) and Representatives
By "agent" of a foreign company, it is meant a natural person or a legal entity that, on the basis of an agency agreement, carries out some of the activities and functions of the principal company in Iran.

Procedure for establishing a branch or representative office
For the purpose of registering a branch or representative office in Iran, The required documents should be submitted at the Office for Registration of Companies and Industrial Property (ORCIP) in Tehran. The Persian translation of the documents are also required to be submitted to ORCIP.Copies of originals should be duly legalized by the nearest Iranian Consulate.
The labor law, taxation and social security regulations shall govern the branch and representative offices. Residency and work permits shall be issued for the foreign managers of the branch and representative office

Our firm will assist clients for establishing a branch or representative office in Iran as well as preparing the required documents in order to submit to ORCIP.