Business Registration and Industrial RFT Ownership Rules

Business Registration and Industrial RFT Ownership Rules

Chapter 1 - Definitions: Article 1- In this letter of agreement, the following words are used instead of the detailed terms relating thereto:
   1-1 Country: Islamic Republic of Iran.
1-2-Zone: each of the commercial and industrial free zones.
1-3- Organization: The organization of each commercial-industrial free zone established by law.
1-4- Law: The law on the management of commercial and industrial free zones approved on 06/07/1372 (Iranian solar calendar) by the Islamic Council.
5-1- Supreme Council: The Supreme Council of Commercial and Industrial Free Zones of the Islamic Republic of Iran
6-1- Registration unit: the authority responsible for registering partnerships and the industrial and intellectual property of each of the commercial-industrial free zone organizations.
1-7- Branches of a company or an establishment: A branch of a company or an establishment is a legal entity constituted in the region by the main company or establishment established outside the region, and the majority of whose shares belong to the above-mentioned company or establishment. A newly created legal entity is considered a company or its subsidiary.
1-8- Representative of a company or establishment: The representative of a company or establishment is a natural or legal person to whom this company or establishment has given the necessary powers, and whose the part of the representative of the company or the establishment are considered as obligations of the company or the institution.
The second chapter - creation and functions of the registration unit:
Article 2- The organization of each region sets up a unit called the Companies and Industrial and Intellectual Property Registration Unit in order to proceed with the registration of companies and industrial and intellectual properties in this region. Article 3- The attributions of the registration unit are:
1-3- Registration of Iranian and foreign non-commercial companies and institutions
2-3- Registration of commercial and industrial brands and names
3-3- Patents and industrial designs and models
4-3- Registration of commercial offices
   5-3- Stamps of commercial and non-commercial offices located in each region
6-3- Registration of banks and credit institutions in accordance with the regulations for the execution of monetary and banking operations in free zones
7-3- Registration of insurance companies in accordance with regulations Rule in free zones.

Chapter 3 - Legal formalities for the registration of companies and industrial and intellectual property:
   Article 4- Any company or institution registered in the region and whose head office is also in the same region is considered as an Iranian company registered in the region.
   Note 1- From the date of implementation of this letter of approval, any foreign company or institution, in order to be able to carry out economic activities through a branch or a representative office in the region, must comply with the applicable laws and regulations of that country. in accordance with the laws and regulations in force in the country - with the confirmation of the representative office of the Islamic Republic of Iran in This country must be considered as a legal company and registered in the regional registration unit.
   Note 2- Any foreign company or institution carrying out economic activities in the region through a branch or agency on the date of implementation of this approval must apply for registration within three months of the date of implementation of this approval. Otherwise, said company will have no legal validity and its founders will be jointly and severally liable for damages caused to third parties.
   Article 5 - Types of non-commercial companies and institutions mentioned in the Commerce Law and other Iranian laws may be registered with the regional registration unit, provided that the object of their activity is legal. In all cases, their establishment and activity must be legal. In all cases, it is possible to form and operate companies under applicable laws.
Article 6- All legal entities carrying out economic activities in the region are required to adapt their status to the provisions of this letter of approval and its executive instructions within three months from the date of announcement of registration unit. Otherwise, the competent authority will prevent the continuation of the activity of the persons mentioned at the request of the organization. Instructions for the implementation of this article are prepared and implemented by the organization of each region.

Note - The country's property and document registration organization has all the registers and documents relating to legal entities that were registered in other parts of the country before the date of establishment of the regional registration unit and , in accordance with applicable laws, their main center (residence) is the region, and the activity license comes from the organization. received, according to the request of the registration unit, it will be sent to this unit, also the documents of the country and the land registration organization will cooperate with the registration units of the regions to avoid the designation of similar names for companies being registered.
   Article 7- The registration of enterprises and institutions in the region will be done by submitting the following documents to the regional registration unit:
1- Declaration of registration
   2- The statutes of the company
3- Minutes of the general meeting of founders
   4- Minutes of the first meeting of the Board of Directors
5- Bank certificate from one of the banks in the region confirming the deposit of at least 35% of capital in cash
6- Permit to operate in the region issued by the organization.
Note 1- In case of foreign legal entities, preparation and submission of original Power of Attorney and Branch Establishment License of the above-mentioned entities in Iran, whose issuance regulations and conditions are fulfilled in accordance with to the laws and regulations of the country of the foreign juridical persons (attested by the representative of the Islamic Republic of Iran in this country) It is also necessary for the foreign juridical persons to register a branch or an agency in Iran to attach the declaration of company registration and a certified copy of the company registration document in the respective country in Farsi.
Note 2- All documents and papers submitted under Section (8) of this Approval by foreign legal entities shall be officially submitted in Persian language.
Note 3- In any case, after receiving the receipt of the registration fee, the actions related to the registration and the issuance of the corresponding certificate will be carried out.

Article 8- In addition to the date and signature, the declaration of registration of branches and agencies of foreign legal persons must contain the following information:
   1- The full name of the company or institution in Persian with abbreviations and its specifications
2- The type of company or institution and its activity
3- The main office and residence of the company or institution outside Iran
4- Citizenship of the company or institution
5- The amount of capital of the company or establishment
6- The latest financial statement of the company or institution
7- Registration authority, location number (city and country) and date of registration of the company or institution outside Iran
   8- The desired activity of the company or institution for employment in the region
9- Other branches and agencies of the company or institution in Iran and the names of the officials of each (if any)
10- Residence of the company or institution for employment in Iran and the region and designation of persons qualified to receive notifications and notices
11- Acceptance of the board or managers of branches and agencies under the establishment license or agency authorization letter subject to note (1) of article (7) of the letter of approval.
12- Surname and first name, residence of the managers or directors of the company or institution Note - Surname and first name, residence and nationality of the lawyer, as well as the original or certified true copy of the power of attorney, if the declaration and the application for registration is presented by the lawyer.
Article 9- After registration, legal persons will have legal personality and will operate according to the rules and regulations in force in the region. The registration unit of the organization is obliged to provide the applicant with a document certifying the registration of legal entities or their branch or agency, which is sealed with the seal of the registration unit.

Article 10- To register within one week any modification of the articles of association and the composition of the board of directors, inspectors, attorneys, reduction or increase in capital and liquidation of the company or establishment, they are required to notify the regional registration unit in writing. The lack of timely notification will not be the responsibility of those responsible for the legal entities mentioned.
Article 11- Any interested person may request to receive a certified true copy of the content of the registered files concerned.
Article 12- The registration unit is required to announce the creation of the company or institution and its modifications within 10 days from the date of registration in order to be included in the official journal of the Islamic Republic of Iran and in a local newspaper at the expense of the applicant.
   Article 13- Applications for registration of signs and commercial and industrial names and for registration of patents and industrial shapes and designs in the region shall be made by means of a declaration and the conditions for its registration in the unit registration are in accordance with the executive instructions. Approved by the organization of each region.
Article 14- All Iranian natural persons who, in accordance with commercial law, are engaged in commercial business in the region are required to register their names or their leaders in accordance with the provisions of this Letter of Approval within three months from from the date of announcement of the registered unit in the commercial register of the registered unit.
Article 15- The registration of the names of Iranian and foreign natural persons in the registers is done by preparing and submitting three copies of the declaration, which is made within three months from the date of announcement of the unity of registration and contains the following:
   1- The surname and first name of the merchant
2- Date and place of birth, birth certificate number and place of issue of merchant birth certificate and photo of birth certificate for Iranian natural persons and passport for foreign natural persons.
3- The original and current nationality of the persons mentioned in the event of acquisition of another nationality as well as the date and method of obtaining said nationality
4- The date of entry into the region as well as the number and place of issue of the residence permit and the place of residence of foreign nationals