Business Formation

Applies to women only: Obtain husband’s permission to open a business

Agency: Domicile

According to Civil Code Art. 1117, the husband can prevent his wife from occupations or technical work which is incompatible with the family interests or the dignity of himself or his wife. Therefore, a married woman should obtain the permission of her husband to open a business and commence the business incorporation process. Otherwise, the husband may ask the court to oblige the wife to cease her involvement with a business proved in the court as incompatible.

While requirement to obtain husband’s permission is not listed within the Commerce law and is not requested at the Company Registration Office, a married women should still obtain such a permission based on provisions of the Civil Code.

Time and cost: 1 day, no charge

Obtain a criminal record clearance

Agency: Police Electronic Service Centers

A criminal record clearance must be obtained for appointing a company’s directors. It is a practice adopted by Companies Registration Office to request criminal record clearance certificates during the company incorporation.

Time and cost: 7 – 10 days, IRR 75,000 (for criminal record) + IRR200,000 (to the account of the Justice Department in Tehran)

Reserve a unique company name

Agency: Companies Registration Office

Founders must provide online several suggested company names, preferably with 3 syllables. These names will be approved online in a few days, and then company may chose the preferred name and proceed with applying for incorporation.

Time and cost: 3 – 4 days, paid in procedure 5

Register at the Companies Registration Office

Agency: Companies Registration Office

To register with the Companies Registration Office, the company must submit the following documents:

  • Articles of association, signed by all shareholders;
  • Declaration stating that all shares have been subscribed;
  • Minutes of the shareholders’ meeting, reflecting the election of the first directors and inspector(s);
  • Written statement accepting the position of directorship;
  • Criminal record clearance certificate;
  • National ID Card (Carte Melli) and birth certificates (certified copies) of the shareholders;
  • Name of a mass circulation newspaper in which all company announcements will be published.

Application files are assigned a bar code so that each internal desk that receives the file tracks its entrance and exit. The files are submitted online, and then mailed over post. Once the application is reviewed, the registrar will make an appointment for founders to come and sign the documents.

The official registration fee of incorporation is calculated based on the Company’s capital. The fee for any amount of capital exceeding IRR 500 million is fixed at the maximum rate of IRR 525,000. The schedule of fees can be found at the following link: http://sherkat.ssaa.ir.

Time and cost: 5 days, paid in procedure 5

Pay name search and reservation fee and registration fee

Agency: Bank

The fees are paid at a commercial bank.

Time and cost: 1 day, IRR 525,000 for registration and IRR 40,000 for name search and reservation

Publish a notice of the company formation in the Official Gazette and the selected newspaper of general circulation

Agency: Official Gazette and the relevant newspaper of mass circulation

It is possible to directly publish the notice of the company formation through the Official Gazette and the selected newspaper or general circulation or submit it to the national post agent (located at the Registrar’s office), which then forwards them to the Official Gazette and selected newspapers electronically. This process takes 15 to 30 days. However, businesses do not need to wait until the publication is completed to start their business. Upon submission of the registration notice to the official gazette for publication, a copy thereof is affixed with the stamp of the official gazette office indicating that the notice is in the process of publication. The notice published online is required to proceed with tax registration.

Time and cost: 2 – 3 days; IRR140,000 for official Gazette, IRR 240,000 for general circulation newspaper

Notify the State Tax Affairs Organization (STAO) of the commencement of business activities, obtain confirmation from STAO and the Economic Code

Agency: State Tax Affairs Organization

As per Article 177, Note 3 of the Direct Tax Act, the new company must notify the State Tax Affairs Organization in writing of the commencement of its business operations within 4 months. Failure to do so will result in a fine and a deprivation of any applicable tax facilities and exemptions.

Time and cost: 25 days, no charge

Register for VAT

Agency: Value Added Head Office of the State Tax Affairs Organisation

The registration for VAT is needed for a company performing general industrial or commercial activities such as the case-study measured by Doing Business. The legal basis for such registration is the Law of Implementation of the Value Added Tax enacted in 1387 (as amended). Company needs to have tax identification in order to apply for VAT registration. There is no cost for VAT registration, and it can be completed online through www.evat.ir. The State Tax Affairs Organization is part of the Ministry of Economic Affairs and Finance.

Time and cost: 1 month, no charge

Retrieve the officially sealed books of account within 30 days of registration

Agency: Authorized Vendor

Company needs to have the books sealed by the government to officially operate. Legally, the company needs to enter its daily operations in these books.

The books are produced by Government and sold by private companies. The cost of the books depends on the number of pages of the official sealed books of account.

The request for Sealing Account Books is done online at http://irsherkat.ssaa.ir. After the order is placed, company must receive the books in physical form.

Time and cost: 2 weeks, IRR 100,000

Pay the share certificate stamp duty within 60 days of company registration

Agency: Bank

According to Article 48 of the Direct Taxation Act, the stamp duty must be paid within 60 days of company registration. It is paid at Bank Melli Iran or at the Tax Affairs Organization offices because it is an official government duty.

Time and cost: 1 day, 0.05% of the par value of the subscribed share capital

Enroll workers in the social security program at the Iranian Labor Department and Obtain a workplace number

Agency: Social Security Organization

Entrepreneur needs a tax ID for social security registration office (SSO). The manager/representative needs to go to the SSO with company registration documents, lease and employee list. After some time, the SSO will send an inspector to the office to check if the company exists, employees are working there, and all requirements are met. In a few days after this visit, the company will receive social security code. After obtaining this code, company can make the monthly social security payments online.

Time and cost: 13 days, no charge