Article 3 of the Companies Registration Law states: “In order for a foreign company to be able to engage in commercial, industrial or financial affairs in Iran through a branch or representative, it must be recognized as a legal company in its home country and Be registered in the Tehran Registry Office.” Therefore, the license and registration order of a foreign company was approved by the Companies Registration Law on June 6, 1961, and according to Article 3 of the said law, from the date of its implementation, any foreign company who wants to enter into commercial, industrial or financial affairs through a branch or representative In Iran, it must be legal in its home country.
Therefore, a foreign company can be registered in Iran when it has been registered and established legally in the home country.
It should be noted that the scope of action of some commercial companies is very large due to a large amount of capital and they are often engaged in buying and selling or other commercial activities outside the country where they reside.
In civilized countries, the branch of any foreign company that is established within their country, the first thing they are expected to do is to register the foreign company.
To register a branch or representative office of a foreign company in accordance with Article 4 of the bylaw of the Companies Registration Law, the request of registration should declare by a person who has the right to sign in Iran on behalf of the company.
Cases related to the registration of a foreign company in Iran:
Foreign company registration declaration must be written in Persian with the following points:
1) Full name of the company.
2) Type of company from joint-stock, LLC, general partnership, etc.
3) The main center of the company and its correct address.
4) Nationality of the company.
5) The amount of the company’s capital on the date of demand.
6) The last balance sheet of the company, provided that the foreign laws or commercial customs of the main country of the company or the articles of association of the company have committed to publishing the balance sheet of the company.
7) At what place and on what date and at which competent authority, the applicant company is registered in accordance with the laws of its home country.
8) What kind of industrial, commercial, or financial affairs does the company undertake in Iran?
9) Its branches are located in which parts of Iran.
10) Who is the main representative of the company in Iran and if the company has several independent representatives, who are the independent representatives of the company in Iran?
11) The correct name and address of the person or persons who reside in Iran and are eligible to receive all communications related to the company.
12) Commitment to submit to the Companies Registration Office every year a copy of the last balance sheet of the company if the said statement can be published.
Appendices to the declaration include:
1) A certified copy of the company’s articles of association
2) A certified copy of the power of attorney of the main representative of the company in Iran and if the company has several independent representatives – a certified copy of the power of attorney of each of them.
- The articles of association and the power of attorney are valid when signed by the Iranian consular representative in the Applicant’s home country.
When the registration process in the offices is completed, according to Article 20 of the bylaw of Companies Registration law, within one month from the date of registration of any foreign company or its branch, the Companies Registration Office must Publish the following information, in the official journal of the Ministry of Justice and one of the daily newspapers of Tehran:
1) Summary of the company’s articles of association
2) The name of the main representative of the company in Iran and if the company has several independent representatives in Iran, the names of all of them.
3) The names of the persons who have the right to sign on behalf of the company.
4) The name of the person or persons residing in Iran who are authorized to receive all notifications related to the company.
After completing the above formalities, a “company registration certificate” is issued and submitted to the applicant.
This registration certificate must be signed by the Companies Registration and Industrial Property Office.
Article 7 of the Companies Registration Law stipulates that: “Changes regarding the representatives of the company or its branch managers must be notified in writing to the Registry Office. And this information should not exceed two months, and if the changes are in the company itself, the announcement period is three months, if the company is headquartered in Europe and Asia (excluding the Far East) and North America the announcement period is four months.
Such changes must be announced with positive documents attached to the declaration, and the registry office is obliged to publish it within one month at the expense of the applicant.
According to Article 81 of the Constitution: “Giving concessions to foreigners for the formation of companies and institutions in commercial, industrial, agricultural, mining and service affairs is strictly prohibited.”
Accordingly, the Companies Registration Office, based on the opinion of the Guardian Council, only registers foreign companies (branches or representatives) if it has already concluded a contract with one of the government departments or institutions, in other words, only foreign companies Who are parties to the contract with the Government of the Islamic Republic of Iran can be registered.
In 1997, the legislature passed a law authorizing the registration of a branch or representative office of a foreign company. This single article states: “Foreign companies that are recognized as legal companies in the country of their registration, subject to reciprocal action by the respective country, may register a branch ” in the fields determined by the Government of the Islamic Republic of Iran within the framework of laws and regulations.
Article 1 of the executive regulations of this law, which was approved in 1999, enumerates the permitted fields of activity of a branch or representative office of foreign companies:
1- Providing after-sales services for goods or services of a foreign company.
2- Carrying out executive operations of contracts concluded between Iranian persons and foreign companies.
3- Studying and preparing the ground for foreign company investment in Iran.
4- Cooperating with Iranian technical and engineering companies to do work in third countries.
5- Increasing Iran’s non-oil exports.
6- Providing technical and engineering services and transferring technical and technological knowledge.
7- Carrying out activities licensed by government agencies that are legally authorized to issue licenses. Such as providing services in the fields of transportation, insurance, and inspection of goods, banking, marketing, etc.