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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,
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.
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.
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.
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
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
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
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
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.
-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
3- Copy of project feasibility study. including:
3-1- Estimate of annual revenues, expenses and annual
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
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
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
-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
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
7-Field of trade activity (domestic or foreign)
8-Other commercial specification i.e. trademark, etc.