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c-Application for participation and legal protection
Simultaneous with the 2 above or afterwards, the foreign investor may apply to O.I.E.T.A.I. for participation in the realization of the sanctioned project. His application should be submitted along with the following documents:
a) duly filled-in "Application for the Import of Capital";
b) copies of draft joint venture agreement, and articles of association of the joint company;
c) copies of other draft agreements, if any, in case the foreign investor, is the supplier of know-how and technology, etc.;
d) power of attorney given to person(s) for signing the application and other contractual texts confirmed by Islamic Republic Consulate in the country of the investor;
e) copies of financial reports of the foreign investor including balance sheet and profit and loss account of last three years;
f) other information which is deemed helpful.
d-Review of application by the Supervisory Board for the Attraction and Protection of Foreign Investments (the Board)
The O.I.E.T.A.I. (formerly CAPFI), after necessary coordination with the relevant ministries and examination of the application and supporting documents, prepares a comprehensive report and submits it to the Board for decision. Should the application meet country's overall interests, the Board will present its positive decision through Minister of Economic Affairs & Finance for approval and issue of a decree.
e-Issuance of Decree of Council of Ministers
The Decree so issued is the permission that officially authorizes the foreign investor to begin operation by importing the required capital into the country. Once officially registered, the imported capital shall be covered by the Law.

 

 

 

  

f-Formation of Joint Venture Company
Upon announcement of the Board's positive decision or after issuance of the Decree, the local and foreign investors may form the joint venture company for commencement of operation.
Note: The above procedure must exactly be followed in all new investments. The process of foreign participation in existing Iranian companies is limited to stages 3,4 and 5 above.

-Required documents for registration business
Iranian and Foreign companies as well as branches of foreign companies in Iran shall be registered with the "Office of Companies Registration - the State Organization For Registration of Documents and Properties (SORDP)."
A written declaration for registration of a foreign company or its branch office shall be filed by a person who is authorized by the company to sign in Iran (or on behalf of that company), or by the person who is sub-delegated by the person to act in this regard.
The following documents are required for registration:
1- Declaration for registration
2- A copy of company's articles of association
3- A copy of the power of attorney held by the company's main representative, and where the company is represented by several independent representatives, a copy of the power issued to every one of them.
Note: Where a foreign company is operating under a valid license, in addition to the foregoing documents, a copy of the license (writ of concession), the authenticity of which is duly verified by the IRI Foreign Ministry shall be submitted. The Written declaration for registration shall be prepared in Farsi and shall embody the followings:
1- Full name and address of the company
2- Type of company (e.g. Joint Stock Company, Joint Venture, etc.)
3- The head office or headquarter of the foreign company and its full address
4- Company's nationality
5- Amount of capital at the time of application
6- The latest balance sheet
7- Application form filed in the home country.
8- Application form for registration of the company in home country (filled out)
9- Type of company's activity
10- Name of company's branches in Iran
11- The name and address of a person who is authorized as the recipient of official notices (to be served upon)
12- Introducing and appointing one or more representatives in Iran
13- Name and address of recipients of announcements or warnings on behalf of the company
14- Making obligation to present one copy of company's balance sheet to the SORDP once a year
A copy of company's "Articles of Association", a copy of power(s) of attorney as well as the latest balance sheet must be authorized and approved by the person (or her/his sub-delegate) or people who are authorized by the company to sign in Iran on behalf of the company, the authenticity of which shall be verified by Iran's representative (embassy, or a similar diplomatic mission/agency) in that country.
The following documents are required for registration of a branch for a foreign company:
1- Registration statement in Persian
2- A copy of registration document of the company in Iran
3- A copy of letter of assignment of an agency in Iran
Once the company or any of its branches have been registered, the SORDP will issue a certificate of registration in the name of the registration applicant.
-FTZ
-Investment Procedure in FTZ
Applicants for a license to make investments in FTZ should attach a copy of the perspective (schematic diagram) of their project or plan to a copy listing and explaining its details. Then submit them to FTZ Organization or to the Foreign Investment Committee to be examined and approved, before a license can be issued. The said offer should include the followings:
1- Identity of the individual or the organization and the country of origin, in addition to type of activity or program they intend to engage in inside Iran.
2- Documents, Letters of Credit or bank credentials showing the required capital has been deposited in a local bank.
3- Copy of project feasibility study. including:
3-1- Estimate of annual revenues, expenses and annual profit
3-2- Estimate of annual Sales
3-3- Tear and wear
3-4- The duration of the project
3-5- Number of jobs created
3-6- Level or amount of production and the markets the product will have.
4-Copy of financial reports of the foreign investor including balance sheet and profit and loss account of last year.

 
-Required Documents for Registration business:
The alien investors while filling out the questionnaire provided by the FTZ, or by the, and attaching an application form to it, is to submit them to the relevant organization. Once the application form is reviewed the license to run a business will be issued. Registration process of companies and institution in the free zones are down through submitting the following documents:
1-Registration Statement Form filled out by the applicant.
2-A report of the founders' general assembly
3-A report of the very first session held by board of directors
4-Articles of Association or the company's constitution
5-A certificate issued by one of the banks in that region indicative of the fact that equivalent to 35% of the whole cash capital has been deposited at that bank.
6-A permit, issued by the FTZ Organization, allowing you to run a business in the FTZ.
7-The original copy of "License to embark to run a branch, assignment or representation document", which are issued in the country of origin of the foreign applicants (as a legal entity), together with their translation into Farsi, should be signed and stamped by an Iranian Consulate abroad. A photocopy of the said documents and "Statement of Registration" of the company after being approved by a notary public office in Iran should also be submitted.
"NOTE: All the above documents must be in Farsi."
-What does a "Statement of Registration" include?
A Statement of Registration of branches of foreign legal entities must, in addition to the application date and signature, include the following details:
1-Full name of an entity, acronyms, abbreviations and details in Farsi.
2-Type of the entity and its field of activity.
3-Its address in the country of origin.
4-The country to which the entity belongs and the citizenship of the owner.
5-Amount of capital of the entity
6-The latest balance sheet of the entity
7-The date, reference, city and country of registration of the company (outside Iran).
8-The nature and the specific field of activity the entity intends to engage in inside the FTZ.
9- Name of other offices of that entity in Iran along with their manager's name.
10-The prospective location and address of the firm in Iran and FTZ and assignment of qualified individuals who would be recipient of any announcement or warning.
11-Confirmation indicating that the manager of the entity or managers of other offices or representatives have been approved under the FTZO's Permit, subject of article 7 of the previous list of articles.
12-Name, surname and address of the residence of CEO of the entity (in Iran).
Three copies of the said statement is to be filled and submitted. From the time of the registration unit's announcement, it takes three months, to have the names of a real foreign or Iranian person registered in a Registration Office.
 
A statement of the registration unit includes:
1-The merchant's name and surname.
2-Merchant's DOB, place of birth, birth certificate number, place it is issued. (Photocopies of birth certificate in case of Iranian nationals and copies of passport in case of aliens must be attached).
3-The original and present citizenship of the said individual
4-Entry Date onto the FTZ, the place where a residence permit is issued and its ref. number.
5-Legal residence of real persons
6-Seal and secretariat registration number in commercial offices
7-Field of trade activity (domestic or foreign)
8-Other commercial specification i.e. trademark, etc.