- a) Limited Liability Company
1- Introduction (What is a Limited Liability Company?)
A Limited Liability Company is a company that forms among two or more individuals for commercial activities , each partner is responsible to company debts and commitments only up to his/her asset amount not considering the whole asset has been divided into stocks or pieces of stocks( Article 94, Commerce Law) . The “Limited Liability ” term , must be accompanied with company name and the company name should not be included with none of partners’ name , otherwise that partner whose name is included in company name is known as a bailsman against third parties in partnership company ( Article 95 , Commerce Law)
2- Stages & Required Documents to register a Limited Liability Company
3- Differences and similarities between a Limited Liability Company & a Private Joint Stock Company:
3-1: The minimum partners in Limited Liability Company is two persons and the minimum shareholders in private joint stock is three.
3-2 :The minimum asset for registering a limited liability company and a private joint stock is 1,000,000 Rls.
3-3 :For a Private Joint Stock Company , The minimum 35% of the asset must be deposited in cash in a bank and the receipt shall be submitted and the other 65% is on stakeholders’ commitment, and for a Limited Liability Company , the whole asset must be given to Director General and he / she must acknowledge the receipt , submission of the bank certification is not compulsory in order to prove the evidence of the work.
3-4: Choosing the main or alternate inspector (s) in private joint stock company is compulsory and is optional in Limited Liability Company.
3-5: The maximum management during time in a Private Joint Stock Company is two years and can be extended; and for Limited Liability Company, it is unlimited, and they are able to assign an end time for managers based on statute.
3-6: Selecting a mass circulation magazine to publish invitation notices in a Private Joint Stock Company is compulsory and optional in Limited Liability Company.
3-7 : quorum conditions in general assembly meetings of Private Joint Stock Company is easier, and is more difficult in Limited Liability Company due to this type of entity.
3-8: General assembly meetings in Private Joint Stock Company are managed by a” head board” including a head , two observers and a secretary whom are selected among stakeholders. The General assembly meetings in Limited Liability Company are managed by “observers board “in case the number of partners are more than 12.
3-9: increasing the asset is arbitrary in Private Joint Stock and Limited Liability companies
3-10 :The asset won’t be divided into stocks or stock parts in Limited Liability Company, and partners are only responsible to extent to their investment against company debts and commitments.
3-11: Managers in Private Joint Stock Company must be shareholder or to provide a number of mortgage stocks, required in statute and deliver to fund. In Limited Liability Company, Managers, selected among partners or from outside, will perform their duties by salary or free.
3-12: The profit in Private Joint Stock Company is shared based on stocks number ratio among shareholders and “asset ratio” among partners in Limited Liability Company. Profit in Limited Liability Company may be shared in another way which is defined in statute.
3-13: Vote right in private Joint Stock Company is based on “the stocks number” and “the asset ratio” in Limited Liability Company.
3-14: Noncash shares in Limited Liability Company are evaluated by partners and they are responsible for them. Noncash asset in Private
Joint Stock Company is evaluated by “Justice Official Experts” (LimitedLiabilityCompany)
- b) Private joint stock company
- Two completed declaration, signed by founders.
- Two completed statutes signed by founders.
- A “name selection” form, sorted by prioritized suggested names.
- The original Certification of bank showing the payment of the obliged asset (the minimum of 35% of asset) in account of the new registering company with the payment receipt.
- The original “permission letter” for an activity from affiliated organization in case of registering the activity requires permission.
- The hard copy of ID documents including the first page of “Birth certificate letter” and “National ID card” of Stakeholders, managers and inspectors. According to new approach of registering a company in “comprehensive system of company registration”, helping electronic services, ID verification of individual and legal entities are done tentatively.
- The “clear criminal record certification” from police for manager board members, director general and inspectors.
- Two “minutes” of “founders’ general assembly”, singed by founders.
- Two “minutes “of” manager’s board”, signed by all members in general assembly. (privatejointStock)
The original “letter of attorney” of the lawyer in cases, a lawyer is the representative for requesting for company registration
A directive for applications to register a branch or representative of foreign companies
Keywords and expressions:
GOCR: “General Office for Companies Registration “in Iran
OCR: “The Office for Companies Registration“
Law: the Act “Permission to register a branch or representative of foreign companies “, approved in 12th Nov 1997.
Executive by law: A regulation to clarify the Law to be executed transparently both for applicant and registrar, approved in 3rd May 1999.
CRCS: “Companies Registration Comprehensive System” is a software that contains two parts. One is a web site to admit applications to incorporate new companies, “the minutes of changes “of registered companies, and “the branches and representative’s incorporation and next changes”. The second part is a local system in OCRs across Iran that helps experts to examine the applications and to issue the notices of incorporation and changes.
Entity: A natural person (individual) or legal person (company, institution, etc.)
Majlis: “Islamic Consultative assembly” or Parliament is the legislator power for lawmaking. Inclusive number for foreigner
A Note for GOCR: Up to 2007, the name of GOCR was:”General Office for registration the Companies and Intellectual Properties “. After that two offices were separated and now the GOCR is for “General Office for Companies Registration. So we see the former name in text of law and by law”.
Which branches and representatives of foreign companies are permitted to register in Iran?
Registering a branch or a representative of foreign company in Iran is possible if the mutual action could be performed for Iranian people in that foreign country.
The complete text of “regulation and law to register branches and representatives of foreign companies” in Iran
1- The Act “permission to register a branch or representative of foreign companies “(approved 12th NOV 1997 by “Islamic Consultative assembly (Majlis) The single article: Foreign companies, registered legally in own country may submit application to register branch or representative “under Iran legal framework “in activities determined by “Islamic Republic of Iran Government “. This is permitted if this action could be done mutually for Iranian in that country. Note: “the executive by law “for this act approved by “the minister’s board” by suggestion of “the ministry of economic and finance “and by coordinating with affiliated organizations.
2- “The executive by law “of the Act “permission to register a branch or representative of foreign companies
Article 1 : foreign companies registered legally in own countries may submit application to register a branch or representative for following activities on regulation and under this “ executive bay law “ and other affiliated acts, it is possible if this action could be done mutually for Iranian people:
- Giving “after -sales services ” for Goods or any services. 3
- To implement the contents of contracts enacted between Iranian and foreign companies.
- To study and preplanning for investment in Iran.
- To cooperate with Iranian technical and engineering companies to work in third states.
- To extend non – oil exportation from Islamic Republic of Iran.
- To give technical and engineering services and to transfer technical and technological knowledge.
- To perform activities like transportation, Goods auditing, banking, marketing and other services that could be permitted by qualified organizations in Iran.
Article 2: the branch of a foreign company is under the rule of its main company and performs directly the main company tasks. The branch activities performing in Iran is under the name and the responsibility of the main company.
Article 3: foreign companies’ applications to register a branch in Iran may submit with following information and documents to “GOCR “:
a-The article of association, incorporation notice and the last notice of changes registered in proper organization.
b-The last “financial report “confirmed by company.
c-A justified report including company activity issues, transparent reasons and the necessity of registering a branch in Iran. The activity issues, authority limitations, the address, the-needed Iranian and foreign human resources and the approaches to provide finance (Iranian and foreign currency) to manage branch affaires.
Article 4: A representative of a foreign company is an individual or a legal entity that performs some parts of main company in Iran. The representative of a foreign company is responsible to activities which performs behalf the main company in Iran.
Article 5: Iranian Individuals or legal entities as applicant to register a foreign company representative must submit the Persian translation of documents, the origin documents and the following information with written application to “GOCR”
a- An image showing the contracts contents of article 4 of this by law.
b- Applicant Identification documents for individuals: the image of ID card and the legal address and for legal entities: the article of association, the incorporation notice and the last notice of changes registered in proper organization.
c- A history of the activity mentioned as an item in the letter of representative contract.
d- The article of association, the incorporation notice and the last notice of changes of main company registered by proper organization.
e- A report of foreign company activities, transparent reasons and the necessity to incorporate the representative.
f- The last financial report confirmed by foreign company of representative side.
g- The letter of affiliated ministry (in Iran)
Article 6: cancelling permission by affiliated organization, the entities obliged to close branch or representative after “GOCR “on time.
Note: not renewing permission, company must be closed and settled in not more than 6 months.
Article 7: the active foreign companies branches, registered in Iran, are obliged to submit the annually report of main company including audited financial reports by that country auditors.
Article 8: the individuals and legal entities inclusive in this “by law “are obliged to submit the activity report of the branch or representative in Iran to affiliated organization besides audited financial documents in not more than 4 months of the end of financial year. the mentioned auditor may be the organization of accounting and the accounting institutions permitted by affiliated organization whose partners are confirmed by the supervision department of accounting organization, while not announced the by law for Note 4 of the Act “using professional services by qualified accountants as authorized accountant” approved in 1993 .
Article 9: The managers of registered branch or representative must be resident in Iran.
Article 10:In order to take advantages of this ” by law “contents and for ongoing activities by branches or representatives before indispensability ,the foreign companies are obliged to submit the information and the documents mentioned in article 3 and 5 of this ” by law ” to affiliated organization and comply their status with it . (settingcompany)
Single article– those foreign companies known as legal ones, and registered in their home country, can register their branches or agencies in the fields introduced by Islamic Republic of Iran by virtue of rules & regulations of the Country.
Abstract of its regulations:
- Fields of activities for foreign companies.
- After sale services for goods or services of foreign company.
- Implementing of operational processes of agreements signed between Iranian and foreign companies.
- Study and to pave the ways for foreign investment in Iran.
- Cooperation with technical and engineering companies of Iran to carry out activities in country of third party.
- Enhancement of non- oil exports of Islamic Republic of Iran and transfer of know- how and technology.
- To carry out activities licensed by governmental institutions such as rendering services on transportation,
- Insurance and inspection of goods, banking, marketing and so on.
- Documents required for registration of foreign company branches
Foreign companies interested in registration their branches in Iran are requested to provide the following documents and submission to the General office for Company’s Registration and Non-Commercial Institutions.(CRNI):
1-Written application of the company.
2-Copy of the articles of association of the company, its establishment notifications, and the latest amendments registered in related official body.
3-The latest certified financial report of the company.
4-Justification report including information with regards to the company’s activities in Iran.
Justification report includes:
- Information related to the company’s activities.
- Giving reasons and justification for registration its branch in Iran.
- Determining the field and activity areas and location of the branch.
- Estimation of required Iranian and foreign labor force.
- Specification of ways for provision of financial resources in hard currency and Rial (local currency).
5-Presenting comfort letter from government body in case where an agreement concluded with the body in question.
6-Completion of “registration questionnaire” of foreign branch.
7-A registration approval of foreign company in its home country.
8-Power of attorney of foreign company’s agent.
9 -Letter of guarantee from foreign company for dissolution and termination of branch in a certain time which may be announced by CRNI in case their activities is nullified by related organs.
10- All company documents provided from foreign country must be certified by embassy or consulate of Islamic Republic of Iran in that country, after certification of organs in home country (e.g. office of registration of companies) and by ministry of foreign affairs of home country. Certified translation of these documents in Farsi by official translator in Iran and submission to CRNI is final stage. (A directive for applications to register a branch or representative of foreign companies, 2016)
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