روش ثبت شعبه شرکت خارجی در ایران – متن انگلیسی
1- Foreign Company Branch
The Article 2 of the Regulations for Execution of the Act Permitting Registration of Branches or Representatives of Foreign Companies provides that the Branch of a foreign company is considered as a local unit of main company, dependant upon the latter company, which directly carries out the subject matter and duties of the main office locally by their representative(s).
2- Responsibilities of a foreign company
The activities of the Branch office in Iran shall be under the name and responsibility of the main company. Therefore, the main company shall hold full responsibility for all the tasks and legal commitments and shall bear.
3- The requirements for registration of a Foreign Company Branch
Foreign companies applying for establishment and registration of a Branch Office in Iran should prepare the following documentations and submit the same to the Registration Office for Companies and Industrial Property.
1- Written application/request by the company;
2- Certified copy of the main company’s articles of association, notice of establishment of the main company and the latest changes recorded changes at the competent offices;
3- The last confirmed financial statement of the company;
4- A detailed report including relevant information on the activities of the company
The comprehensive report shall include
a) The information related to the activities of the Company
b) Reasons justifying and the necessity of the registration of Branch in
c) Type of the branch office, its scope authorities and its place of
d) An estimation on the number of the required local and foreign personnel
e) The manner of providing for the national and foreign currency sources required to run the branch affairs.
5- Submission of a letter of Introduction (reference)from a Governmental Organization, if a contract is concluded with such Organization;
6- An application for registration of a branch of a foreign company;
7- The certificate attesting registration of the foreign (main) Company;
8- Letter of authorization of representative(s) of the foreign company;
9- A letter of undertaking to the effect that if the activity permit of the Branch Office is announced as null and void by the competent authorities, within the period prescribed and communicated by the Registration Office for Companies and Industrial Property, the Branch Office shall take all the required steps for its liquidation and shall introduce the liquidator;
10-All the above documentation that are prepared in a foreign country, after certification by the competent authorities (such as Registration Office for Companies) and the Ministry of Foreign Affairs of the same country, shall be legalized by the Iranian Consulate in the country of origin. These documents shall then be officially translated into Farsi. The translated text shall be further confirmed by the Technical Office of Ministry of Justice in Tehran and shall be submitted to the Registration Office for Companies and Industrial Property along with their original text.
4- Representative(s) of a foreign Company
The Representative of Foreign Company is a natural person or a legal entity, which, in accordance with the provisions of the respective contract, undertakes carrying out a part of subject matter and tasks of the Main Company.
5- The commitments the representative(s) of a foreign company
The Representative(s) of a foreign company shall be responsible for the activities carried out locally on behalf of the main company.
6- Administration of the Representative’s affairs:
Administration of the representative’s affairs shall be taken care of by one or more natural persons residing in Iran under the Regulations for Execution of the Act Permitting Registration of Branch Offices or Representatives of Foreign Companies in Iran.
– The requirements for registration of a representative in Iran
I) If a natural person is the representative of a foreign company, the original and official Farsi translation of the following documents shall be submitted to the Registration Office of Companies:
1- Certified copy of the “Representative Contract” with the foreign company;
2- Copy of Birth Certificate;
3- Address of the place of residence of the representative and place of the representative;
4- Papers indicating the background of the applicant for the registration of the representative in the line of business stipulated in the contract;
5- Certified copy of Articles of Association of the foreign company, Notice of its Establishment and Registration, and a copy of the latest changes recorded by the relevant Authorities.
6- A report stating the activities of the main company and the reasons justifying the establishment of the representative;
7- The last confirmed financial statement of the company;
8- A letter of Introduction (Reference) by the relevant Ministry (If a contract has been concluded with the said organization);
9- Application for Registration of a foreign company’ Branch;
10-Certificate of registration of the foreign company;
11-Letter of Authorization of the Iranian representative;
12-All the above documentation that are prepared in a foreign country, after certification by the competent authorities (such as Registration Office for Companies) and the Ministry of Foreign Affairs of the same country, shall be legalized by the Iranian Consulate in the country of origin. These documents shall then be officially translated into Farsi. The translated text shall be further confirmed by the Technical Office of Ministry of Justice in Tehran and shall be submitted to the Registration Office for Companies and Industrial Property along with their original text.