Company Establishment and changes

We provide full company formation and registration services. Based on your needs, our services include:

• Legal and tax advisory on best entity type and process of company incorporation,
• Preparation of company formation documents i.e.: Articles of Incorporation, application forms, etc.
• Preparation and filing of registration application with corporate registry,
• obtaining of any required special business license, if applicable (Read below)
• Registration at Fiscal Authorities – for economic code, VAT and SSO,
• Registration of share capital and opening bank account(s)
• Information on any legal compliance changes related to the company
• Liaison and representation in front of the local authorities

We are aware that the incorporation process is only the first challenge of a new business; therefore we come to your help with a set of full services meant to ensure your company’s full operation.

Staffing Solution: 

Are you looking for a legal way to avoid staffing and payroll complications? We offer a full scope of services in staffing and payroll including:

• Recruitment and Employment
• Employment contract management
• Payroll Social Security and tax services
• Employment screening
• On-boarding plans
• Pay-slip and book keeping services

Business Location Services:

Prior to company formation, you would need to have a business registry office. To avoid the burden of looking for a new office and signing a rent agreement before the company is formed we offer a temporary location service.

Obtaining Operating License:

Not all the fields of activity require obtaining the operating license but in certain fields having the operating license is a requirement before company creation.

The list is under constant revision and update, though today below activities require obtain operating license to be issued from designated authority:

• Transportation (goods/passenger/domestic/ international)
• Education Services
• Import of agriculture seeds, fertilisers, machineries, etc.
• Cinema and art activities
• Publication activities
• Tour and Travel Agencies
• Banking, credit and similar financial services
• Legal Services
• Internet and telecommunication services
• NGOs
• Accounting and Auditing services
• Insurance Services
• Kindergarten and care centre services
• Import, production and distribution of any pharmaceutical products.

Choose the right entity for your business: 

There are several company types in Iran which some are more used than the others.

Main characteristics of these entity types are listed here however based on the nature of the business we will consult what type would be most compatible to your needs:

JOINT STOCK COMPANIES:

Public Joint Stock:

Main characteristics:

• Liability of shareholders is limited to the registered value of shares held.
• Minimum five shareholders,
• Minimum five board members,
• Minimum registered capital IRR 1,000,000
• Shares can be sold to pubic either through share transfer deal or stock market.
• Required to publish annual P&L report

Private Joint Stock:

Main characteristics:

• Liability of shareholders is limited to the registered value of shares held,
• Minimum three shareholders,
• Minimum three board members,
• minimum capital IRR 1,000,000

  Limitations: 

• Shares can not be sold in stock exchange market,
• Shares transfer can be done only upon approval of majority of shareholders,
• Auditors should be appointed at the time of company formation and consistently to be re- appointed per annum.

Limited Liability Co. (Ltd.):

Main characteristics:

• Liability of shareholders is limited to the registered value of their shares,
• Minimum two shareholders,
• Minimum two board members,
• minimum capital IRR 1,000,000

  Limitations: 

• Shares can not be sold in stock exchange market,
• Shares transfer can be done only upon approval of all shareholders and through notary office,
• no need to appoint internal auditor,
• Less possibility in obtaining bank guarantee or participation in tenders.

Branch

Main characteristics:

• Branch of a foreign company operates as representative office of the mother company in Iran,
• The liability is shared jointly by branch office and the mother company,
• Requirement to appoint chartered accountant as auditor to sign off the P&L report,
• Restriction in participating in any tender or as such

Free-zone Establishment:  

Free-zones can be an interesting option to join tax exemption and facilities for 20 years if the operation can take place within the Free Zone.

Iran has several Free zones all across the country however there are some criteria to be met to enjoy such incentives, the main are:

• The HQ office must be in the Free Zone,
• The invoicing and service/good production place must be within the Free Zone,
• The payroll and recruitment must be within the Free Zone.

The industrial trade free zones of Iran are:

1-Qeshm Trade-Industrial Free Zone

2-Chabahar Trade-Industrial Free Zone

3-Aras Trade-Industrial Free Zone

4-Anzali Trade-Industrial Free Zone

5-Arvand Trade-Industrial Free Zone

6-Kish Trade-Industrial Free Zone

7-Maku Trade-Industrial Free Zone

Special Economic Zone: 

Special Economic Zone (SEZ) are incorporated to provide specific facilities and incentives for those willing to invest in these areas, in particular there are slight differences and benefits for the investors in such areas in business and trade law.

With the purpose to facilitate export and import form and to SEZs, they have been exempted from country’s customs regulations, with detailed criteria that should be met.

Today, there are 23 SEZs all across the country. The main advantages of SEZ in Iran are:

• Import of goods from SEZs to main land is subject to export and import regulations with customs duties incentives
• Export of goods from  SEZs to abroad will be done directly and without any formalities.

• Import of goods to SEZs is with minimal customs formalities and costs.

• Temporary Import of raw materials/ packaging materials is customs duties free,

• The management of each district is authorized to issue certificated of origin for goods per applicant out of the area with the approval of the customs.

• All the goods imported to the SEZs for the required production or services are exempted from the general import-export laws. Imports of goods to other parts of the country will be subject to export and import regulations.

• Goods manufactured in special economic zones, as well as raw materials and imported CKD parts into the country is not subject to price regulation due to unutilized resources and allocated currency,
• Dedicated visa and work permit facilities in SEZs for foreign investors,
• The corporate tax regulations is same as main land.

The special economic zones in Iran are:

1-Salafchegan special economic zone

2-Shiraz special economic zone

3-Assaluye special economic zone

4-Arge Jadid special economic zone

5-Payam Airport  special economic zone

6-Persian Gulf special economic zone

7-Lorestan special economic zone

8-Amirabad port special economic zone

9-Bushehr Port special economic zone

10-Shahid Rajaee Port special economic zone

11-Sarakhs special economic zone

12-Sirjan special economic zone

13-Yazd special economic zone

14-Bushehr special economic zone

Corporate Department 

Corporate Legal Services

Are you looking to outsource your company legal services?

Corporate law and day-to-day legal services are one of our greatest strengths. Because of our individualized approach to our clients, our ability to listen to them and to understand their business and their business needs, we’re able to build long-term relationships with clients and support them in meeting the challenges of running their business.

Our clients often need to make important decisions under significant time pressure. We’re always ready to assess any potential risks surrounding those decisions and to give them what they need when they need it.

Our clients appreciate our ability to provide reliable and concrete legal advice that leads to practical solutions and mitigates associated risks.

We have wide experience in corporate matters legal matters for businesses, having represented major corporations on a wide variety of legal issues.

This past experience and legal expertise enables us to provide the best possible corporate legal services and strategic business planning to ur clients.

We have advised our clients on a legal issues involving joint ventures, board of directors matters, corporate governance, negotiation of professional service agreements, human resources, HSE, acquisition, due diligence and risk management, compliance and legal audits, and much more.

Our main area of activity as Corporate Legal Services: 

• Corporate Governance
• Drafting legal opinion in different matters,
• ensuring compliance and conducting investigation
• Legal business risk assessment,
• Legal Audit Services,
• Drafting, reviewing and negotiating all types of commercial contracts s
• HSE (Health, Safety, Environment) law compliance,
• Employment law
• confidentiality agreements
• shareholders’ agreements