When a foreign company decides to expand its business operations in Iran, it can register a branch office in the country. According to Article 2 of the Executive Regulations for the Registration of Foreign Branches or Representative Offices of Foreign Companies, a branch of a foreign company is a local unit that is subordinate to the main company, and it directly performs the main issues and duties of the parent company in Iran through its representative.
It is important to note that the activity of the branch in Iran will be under the name and responsibility of the main (mother) company. Therefore, all the legal duties and responsibilities in Iran are the responsibility of the foreign main company, and it will be held liable if necessary. Registering a branch in Iran can be a complex process, and it is advisable to seek professional assistance, in this regard, Karimi & Associates Law Firm with an experienced and professional team is able to provide excellence service.
Fields of Operation
As per the Executive Regulations, any natural or legal person can establish a branch or representative office in the specified fields:
- Providing technical and engineering services and transfer technical knowledge and technology
- Increasing non-oil exports of the Islamic Republic of Iran
- Providing after-sales service of foreign company’s goods or services
- Performing executive operations of contracts concluded between Iranian individuals and foreign companies.
- Investigating and laying the foundation for foreign companies to invest in Iran.
- Cooperation with Iranian technical and engineering companies to carry out work in other countries
- Performing activities that are licensed by government agencies that are legally authorized to issue licenses, such as providing services in the field of marketing.
Branch Registration Process
To register both the branch and the main company simultaneously, specific steps need to be followed:
- To choose the location of the branch and the branch manager or a person authorized to sign on its behalf. Following this, the main company can be registered, provided legal requirements are met, and there are no obstacles.
- The branch can be set up. To register a foreign company’s branch in writing, applicants must submit an application accompanied by an authorization letter from the branch manager to the Companies Registration Office.
- An advertisement to establish the branch will be published in one of the local newspapers.
Also, It is important to remember that if a foreign company wishes to register a branch or representative office in Iran, it must first ensure that the same privilege is extended to Iranian companies in the foreign country. In other words, if Iranian companies can register their branches or representative offices in the foreign country, then the foreign company can also register its own branch or office in Iran.
There are two sets of required documents to register a foreign company branch in Iran. The first set is for the foreign company seeking registration, while the second set is for Iranian individuals or legal persons looking to register the foreign company’s representative office in Iran.
I. The foreign company’s documents
- Providing the company’s articles of association, announcement of establishment, and any recent changes registered with the relevant authorities.
- The company’s latest approved financial report.
- An explanatory report that provides details on the company’s activities and explains the reasons and necessity of registering a branch in Iran. The report should also determine the type and limits of the authority and location of the branch, estimate the required Iranian and foreign human resources, and provide information on how to source foreign currency and rials for the administration of branch affairs.
II. Natural and Legal Person’s documents
The requirements for submitting documents to the registry office differ depending on whether you register as a natural or a legal person. This section describes each item separately and mentions the necessary documents for each.
- Natural Person
- Determine the name and complete the corresponding form.
- Send and present the contract between the applicant and the foreign company.
- Provide the applicant’s identification documents, including the birth certificate and national card.
- Provide a postal address that is the residence of the representative and the place of representation, along with its zip code.
- The applicant shall be active in the cases provided for in the contract between him and the foreign and submit the necessary documents.
- Submit the documents of the foreign company, including the articles of association, the notice of establishment, and the latest changes. These documents should be translated and registered with the relevant authorities.
- Provide the reasons and the necessity of registering the representative office along with the documentation of the foreign company’s activities that is the party to your contract.
- provide the latest recorded financial report on behalf of the foreign company.
- If you are concluding a contract, provide a letter of introduction from the relevant Ministry.
- Submit a foreign company branch/representative office registration statement from the registry office.
- Provide the power of attorney of the representative or major representatives of the foreign company.
- Legal Person
- Determining the name and complete the corresponding form.
- A natural person as a representative of the legal applicant must submit his introduction letter and identification documents.
- The articles of association of the applicant company must be submitted.
- Providing the official gazette regarding company’s registration.
- If there are any changes in the applicant company, the official gazette regarding its latest changes must be submitted.
- The applicant company must provide the history of its activity in the field of foreign company.
- The reasons for needing to register the foreign company’s representative office from the applicant company must be explained.
- The latest approved financial report of the foreign company which is a contracting party must be submitted.
- Submit the letter of introduction from the relevant Ministry.
- The foreign company’s representative registration declaration must be submitted.
- Providing the confirmation of the establishment of the foreign company.
It is important to note that if there are any defects or problems in the documents that are delivered during the process, the relevant expert will communicate them in writing. However, by utilizing the services of Karimi and Associates Law Firm for the registration of a foreign company’s branch in Iran, you can smoothly complete the aforementioned procedures without encountering any issues.