(Registering a New Company in Iran(in all cities of main land or free zones
All foreign (non-Iranian) natural and legal persons may register companies in Iran and own 100% of such company shares and may also establish partnership with Iranian nationals with any ratio and register their companies.
A variety of companies may be registered as per Iranian law. However, usually two types of companies are registered: (1) limited liability company (2) private joint stock company.
In order to register limited liability Company in Iran, there should be at least two partners, while the same may be legal or natural persons, while there should be at least three shareholders for private joint stock company, in both of which the partners may be non-Iranians. In other words, 100% of the shares may be held by non-Iranians.
- Documents needed for foreign legal persons applying to register company (in case the shareholder is a foreign company)
- Foreign company registration certificate, authenticate by Iranian embassy in the relevant country,
- Introducing a person to undersign Articles of Association and Memorandum of Association and other documents for new company in Iran,
The letter wording sample to introduce the agent is as per the following:
Islamic Republic of Iran Registration Administration
Hereby, Mr/ Ms … is introduced as the representative of this company to register company and undersign Articles of Association and other company registration documents and attending new company board of directors meetings in Iran.
Note 1- Such letter shall be prepared under main company letterhead and been authenticated by Iranian Embassy in the relevant country together with company registration certificate.
Note 2- The representative may be non-Iranian, in which case, his/her passport shall be authenticated by Iranian Embassy.
Documents needed for foreign natural nationals requesting to register the company:
Copy of passport authenticated by Iranian Embassy in the relevant country
In order to register private joint-stock company, two persons shall be appointed as inspectors, whose duty includes preparing board of directors’ performance report for annual assemblies and stockholders.
Note 1- The inspectors shall be determined by the stockholders and in case of being non-Iranian, his/her passport shall be authenticated by Iranian Embassy.
Note 2- In case any of the members of the board of directors and inspectors are Iranian, presenting clean criminal records certificate shall be mandatory.
Note 3- Presenting clean criminal records certificate for foreign nationals is not mandatory.
Note 4- Regarding new company registration, in case one of the partners is a legal person (foreign company), then a certain part of such foreign company may be used