منتشرشده · Persian

Persian Company Registration: Common Questions Answered

A practical FAQ for foreign founders on registering a Persian (Iranian) company, covering entity types, registration steps, capital, foreign ownership, banking, tax and compliance basics, with a general-information disclaimer.

Persian Company Registration: Common Questions Answered

Foreign founders exploring the Iranian market often ask how company registration works, what entity types exist, and what practical issues arise for non-Iranian shareholders. This article answers the most common questions in plain terms. It is a general orientation guide, not legal or tax advice, and rules and procedures can change, so verify current requirements with qualified local professionals before acting.

What does "Persian company registration" actually mean?

"Persian" refers to Iran and the Persian-speaking business environment. Registering a Persian company means establishing a legal entity under Iranian commercial law, typically through the country's company registration authority. Foreign founders usually do this to trade, provide services, hold assets, or partner with local businesses.

Which entity types can foreign founders choose?

Iranian commercial law recognises several company forms. The most relevant for foreign investment are:

• Private joint-stock company (Sherkat Sahami Khass): The most common vehicle for foreign investors. It has shareholders, a board of directors, and a managing director, and its shares are not publicly traded.
• Public joint-stock company (Sherkat Sahami Am): Used when shares are offered to the public; heavier regulatory requirements apply.
• Limited liability company (Sherkat Ba Masouliyat Mahdoud): Simpler in structure, with partners whose liability is limited to their contributions.
• Branch or representative office: Options for foreign companies that want a presence without a separate local legal entity, though the permitted activities are narrower.

The right choice depends on your activity, ownership plan, capital, and whether you need a local partner.

Do foreign founders need a local partner?

Not always. Foreign ownership rules depend on the sector and the investment framework used. Some activities are open to full foreign ownership; others are restricted or require local participation or specific approvals. The key question is whether your proposed activity is permitted under the applicable foreign investment rules. Checking this early avoids structuring a company that cannot be licensed for your intended business.

What is the typical registration sequence?

While details vary by activity and location, the general path looks like this:

• Confirm activity and approvals: Identify the permitted business activity and any sector-specific licence needed.
• Reserve the company name: Submit proposed names for approval.
• Prepare constitutional documents: Draft the articles of association and related documents, usually in Persian.
• Register the company: File with the company registration authority and obtain the registration notice.
• Obtain tax and social security registrations: Register with the tax authority and social security organisation.
• Open a bank account: Complete banking formalities for capital and operations.
• Secure licences: Obtain any activity-specific permits before starting operations.

Each step can involve document legalisation, translation, and local representation.

What documents do foreign shareholders need?

Commonly requested documents include:

• Passport copies of foreign shareholders and directors.
• Certified and legalised corporate documents if a foreign company is a shareholder.
• Proof of address and, where required, bank references.
• Board resolutions authorising the investment.
• Persian translations prepared or certified as required.

Because legalisation and translation take time, start document preparation early.

Is there a minimum capital requirement?

Iranian company law sets baseline capital rules for joint-stock and limited liability companies, and foreign investment regulations may require funds to be introduced through approved channels. The practical amount depends on the entity type, activity, and licensing authority. Rather than relying on general figures, confirm the applicable minimum and payment method for your specific case with a local adviser.

How does banking work for a new company?

Opening and operating a corporate bank account is often the most practical challenge foreign founders face. Banks apply due diligence and may request extensive documentation about shareholders, beneficial owners, and source of funds. International transfers can be affected by banking and sanctions-related compliance requirements. Plan for realistic timelines, keep documentation consistent, and seek specialist guidance on payment channels before committing to contracts.

What tax and compliance obligations follow registration?

Registered companies generally face obligations such as:

• Tax registration and periodic tax filings.
• Bookkeeping and statutory records in accordance with Iranian accounting rules.
• Social security registration and contributions for employees.
• Annual reporting and, for foreign-invested entities, reporting under the investment framework used.

Penalties for late filing can apply, so build a compliance calendar from day one.

Can a foreign founder manage the company remotely?

Iranian companies generally need a designated managing director, and practical administration often requires a local presence or a trusted representative. Many foreign founders appoint a local manager or engage a corporate services firm for filings, banking, and compliance. Remote management is possible in part, but not a substitute for understanding local obligations.

How long does registration take?

Timelines vary widely depending on document readiness, approvals, licensing, and banking. Name reservation and basic registration can be relatively quick, while sector licences and bank account opening may take considerably longer. Treat any timeline as indicative and plan buffer time for legalisation, translation, and compliance reviews.

What are the most common mistakes?

• Choosing an activity code that does not match the intended business.
• Underestimating document legalisation and translation time.
• Assuming foreign ownership is automatically permitted in every sector.
• Ignoring banking and payment-channel realities before signing contracts.
• Failing to plan for ongoing tax and social security compliance.

General information disclaimer

This article provides general information only. It is not legal, tax, accounting, or investment advice and does not create a professional relationship. Company registration rules, foreign investment requirements, banking practices, and compliance obligations in Iran can change and depend on individual circumstances. Always consult qualified local lawyers, accountants, and advisers and verify current requirements with the relevant authorities before making decisions.