Registering foreign branch in Iran (only in Tehran or one of free zones)
- Definition of branch in Iranian law
Branch is one of the company’s units enabled to develop its sales and services in a region which may be quite far from the company head office. Scope of powers and independence of a main branch is determined through company consent and the branch legal responsibility shall be borne by the main company.
- Documents needed for foreign branch registration
- Foreign (main) company registration certificate,
- Main company Articles of Association,
- Latest company changes (if any regarding main company),
- Latest company approved financial report,
- Drawing up a power of attorney through which the branch manager is granted power of attorney to register a branch in Iran, in which the scope of powers of the branch manager has been included in detail.
Sample of power of attorney
Mr/ Ms …. is hereby granted with the power of attorney to register a branch of the company in Islamic Republic of Iran. Meanwhile, (s)he is authorized to undersign all the documents and books to register the branch, conclude contract in the name of main company, conduct the company products and services guaranty and warranty with respect to the main company bylaws and approvals, …
As per Iranian law, activities of a foreign company branch are limited to the following:
- Rendering foreign company goods or services after sales services,
- Conducting works of the contracts to be concluded by and between Iranian persons and foreign company,
- Examining and making basis for foreign company investment in Iran,
- Cooperating with Iranian technical and engineering companies to work in third countries,
- Increasing Islamic Republic of Iran non-oil exports,
- Rendering technical and engineering services and transferring knowhow and technology.
Other issues on foreign company branch:
Branch director to be introduced by the main company is considered as one of the main company personnel and branch director may be substituted on the discretion of the main company.