Registration of a company or institute in Trade-Industrial Free Zone (TIFZ) free zones will be made upon submission of the request alongside with the required documents before the Registration Bureau of TIFZ. Each company that is registered in TIFZ are considered as an Iranian company while 100% of the shares may belong to foreigners. A company located in Iran and in the TIFZ is subject to Iranian tax regulations. Registration of representative or branch office of foreign companies in TIFZ is also possible subject to validation of the documents before the IR of Iran Consulate in respective country. Depending on the subject of activity of the company getting license form relevant authority may be needed.
While according to the laws of Iran, foreign nationalities do not have the right to own real estate in Iran (both mainland and TIFZ) but the Iranian company regardless of the nationality of its shareholders is entitled to own real estate properties under its name in both mainland and TIFZ.
Different types of company verified in the Commercial Act of Iran that each could be registered in the TIFZ. Although the common type of companies that is normally instituted by the private sector is the private joint stock company which is based on the allowance of shares and limitation of liability of the shareholders in ratio to their shares. The limited liability company is also another type that is chosen for activity in the market, the liability of shareholders in this type is limited to the amount of shareholding.
The required documents for registration of a private joint stock company is as following:
Management and Shareholders in the wholly owned company (Private Joint Stock Company)
The number of shareholders in a Private Joint Stock Co. (PJSC) should not be less than three persons. The shareholders could be natural persons or legal entities. The minimum required capital for the establishment of a PJSC is USD100. The liability of shareholders is limited to the par value of their shares.
Members of the Board of the Company should be shareholders, while the Managing Director of the Company could be elected within or out of shareholders. The Managing Director of the Company should be a natural person who will be elected by the Members of the Board. The Managing Director of the Company could not be the Chairman of the Board unless with the ratification of third-fourth of the votes.
The required annual meetings of the PJSC would be Ordinary and Extraordinary General Meetings. The Founders Meeting is also set in the first session after registration of the company. Presence of shareholders in the annual meetings of the company would be required and the meetings get in session by the presence of the majority of the shareholders that have been nominated in the Articles of Association of the company based on rules of Commercial Code of Iran.
The Ordinary General Meeting of the Company would nominate inspectors of the Company annually. The inspectors of the company are in charge of observing and investigating the financial, balance sheet, profit and loss and account transactions of the company.
Management of the company could be arranged based on the volume of the work of the company. The number of employees and presence of Board Members, Managing director and shareholders, accountants and etc. depending on the internal policies of the company.
Liquidation of the company would be subject to the Commercial Code of Iran and should be registered before CRB.
Commercial Books of the Company
The company is required to have Financial and General Books within which all the transactions of the company, movable and real estate properties, debts and credits of the company are registered. Such books should be submitted to tax organizations annually after the termination of the financial year of the company. The books should also be referable for the shareholders before putting in the session of the General Meetings. The inspectors of the company also have the right to investigate the commercial book of company as observance of the action of managers of the company.
Banking and financial transactions in Free Trade Zones
The banking and financial regulations in Free Trade Zones (FTZ) are subject to the By-Law on Conducting Monetary and Banking Transactions in FTZ. According to this By-Law the transactions of the banks in the FTZ have been determined under the supervision and authority of the Organization of FTZ and the Central Bank of Iran. Entrance and transaction of the hard currency from the third countries or FTZ and from each Zone to the other Zones and foreign countries is relatively free subject to observation of the Central Bank of Iran. However exit of the hard currency from the main land to the FTZ and vice-versa are subject to the regulations of the main land
Furthermore, according to the Law on Administration of the FTZ (Article 20), entrance and exit of the capital and benefits of the investment into/out of the FTZ are free.
additionally, for those companies that the License for foreign investment has been issued from the Organization for Investment Economic and Technical Assistance of Iran (OIETAI) under the FIPPA regulation, more facilities are provided by the Central Bank of Iran for entrance and exit of capital and income that can be defined in different formats including cash, properties, know-how, patent and etc.
Bayan Emrooz Law Firm renders services to foreign and Iranian natural and legal persons in the field of investment and establishing a commerce company in Trade-Industrial Free Zones of Iran, including consulting, for entrance to the zone, registration of a company, branch and representative office, labor and tax laws and residency in the zone. Having an experienced and specialized legal staff, Bayan Emrooz is ready to provide the needed legal services in respect to investment and conducting business in Iranian Trade-Industrial Free Zones.
Bayan Emrooz Law Firm was founded in 2008 under the registration No. 23211 in Tehran, and renders legal consultation and attorneyship services to foreign or domestic legal and natural persons. Our approach and main purpose is to expand the culture of utilizing legal consultation in civil and commercial matters in order to prevent high personal or social costs spent on resolution of disputes before judicial and non judicial authorities.