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Setting up a company | FDI in figures | Why you should choose to invest | Procedures relative to foreign investment | Finding assistance for further information

Setting up a company

Legal business entities

Types of companies and capital (max/min)	Number of partners/shareholders and liability	Maximum and/or minimum capital	Liabilities	Registration fees
Sherkat Sahami Khass is a private company limited by shares.	3 shareholders minimum.	1 million IRR minimum.	Partners' liability is limited to the amount contributed in shares.	Search and reserve a unique company name: IRR 40,000. Register the company with the Companies Registration Office and pay registration duties: IRR 375,000. Publish a notice of the company formation in the Official Gazette: IRR 140,000. Take out the officially sealed books of account: IRR 100,000. Pay the share certificate stamp duty: 0.2% of the par value of the subscribed share capital.
Sherkat Sahami Aam is a public company limited by shares.	3 shareholders minimum.	5 millions IRR minimum.	Partners' liability is limited to the amount contributed in shares.	Search and reserve a unique company name: IRR 40,000. Register the company with the Companies Registration Office and pay registration duties: IRR 375,000. Publish a notice of the company formation in the Official Gazette: IRR 140,000. Take out the officially sealed books of account: IRR 100,000. Pay the share certificate stamp duty: 0.2% of the par value of the subscribed share capital.
Sherkat ba massouliat mahdoud is a limited liability company	2 shareholders minimum		Partners' liability is limited to the capital contribution.	Search and reserve a unique company name: IRR 40,000. Register the company with the Companies Registration Office and pay registration duties: IRR 375,000. Publish a notice of the company formation in the Official Gazette: IRR 140,000. Take out the officially sealed books of account: IRR 100,000. Pay the share certificate stamp duty: 0.2% of the par value of the subscribed share capital.
Sherkat--tazamoni is a company (partnership) where liability is collective. Such a company must be indicated by the name of at least one of the partners. "Partnership" must appear in the name.	2 shareholders minimum		Each shareholder is directly responsible even if the debts are higher than its contribution to the capital. A shareholder cannot sell his share without the agreement of the other partners. This type of company can be transformed into a company	Search and reserve a unique company name: IRR 40,000. Register the company with the Companies Registration Office and pay registration duties: IRR 375,000. Publish a notice of the company formation in the Official Gazette: IRR 140,000. Take out the officially sealed books of account: IRR 100,000. Pay the share certificate stamp duty: 0.2% of the par value of the subscribed share capital.
Sherkat-e-mokhtalet sahami is a company with shareholders and one or more partners who stand as guarantors for debts of any amount				Search and reserve a unique company name: IRR 40,000. Register the company with the Companies Registration Office and pay registration duties: IRR 375,000. Publish a notice of the company formation in the Official Gazette: IRR 140,000. Take out the officially sealed books of account: IRR 100,000. Pay the share certificate stamp duty: 0.2% of the par value of the subscribed share capital.
Sherkat-e mokhtalet-e-ghair-e sahami is a limited partnership company. It is a company established for trading.	1 or more "general partner" and 1 or more dormant partner the general partner(s) manage the company		A general partner will be responsible for any debt higher than the assets a dormant partner is responsible only to the extent of its contribution to the partnership	Search and reserve a unique company name: IRR 40,000. Register the company with the Companies Registration Office and pay registration duties: IRR 375,000. Publish a notice of the company formation in the Official Gazette: IRR 140,000. Take out the officially sealed books of account: IRR 100,000. Pay the share certificate stamp duty: 0.2% of the par value of the subscribed share capital.
Sherkat-e-nesbi is a proportional responsibility company. It is established for trading under a common name of 2 or more people.	2 or more shareholders		The shareholders are liable for debts to the extent of their involvement. If the assets of the company are insufficient to reimburse the debts, each partner is liable in proportion to its contribution.	Search and reserve a unique company name: IRR 40,000. Register the company with the Companies Registration Office and pay registration duties: IRR 375,000. Publish a notice of the company formation in the Official Gazette: IRR 140,000. Take out the officially sealed books of account: IRR 100,000. Pay the share certificate stamp duty: 0.2% of the par value of the subscribed share capital.
Taavoni (cooperative) functions like a joint stock company with the only difference being that each shareholder has only one vote				Search and reserve a unique company name: IRR 40,000. Register the company with the Companies Registration Office and pay registration duties: IRR 375,000. Publish a notice of the company formation in the Official Gazette: IRR 140,000. Take out the officially sealed books of account: IRR 100,000. Pay the share certificate stamp duty: 0.2% of the par value of the subscribed share capital.

Business setup procedures: Rules of application of the Law authorising registration of branches or representations of foreign companies

Article 1 - Foreign companies, recognised as legal entities in the country where they are registered can for the purpose of conducting activities in the fields specified below, register their branch or representation in accordance with the provisions of this decree and under condition of reciprocity in their country of origin
Article 2 - The branch of a foreign company: is regarded as the local unit subordinated to the parent company which directly manages their activities and defines tasks. Operations of the branch will be carried out for and under the responsibility of the parent company.

Article 3 - Foreign companies desirous of registering a branch in Iran are obliged to give the following information and documents accompanied by a written request to the companies and industrial property registration office:

1) articles of association of the company, creation ad and last changes recorded with the organisations concerned;

2) last confirmed balance sheet of the company;
3) justifying report including information relating to activities of the company, reasons and the need for registering a branch in Iran, determination of the type and power limits as well as the place of activity of the branch, an estimate of Iranian and foreign human resources necessary and the methods of provisioning of the resources in currencies and in Rials for managing the branch activities.

Rule in the event of foreign investment in Iran
1) Submit a request to Organization for Investment, Economic and Technical Assistance of Iran (OIETAI)
2) Examination of the request by the Foreign Investment Office
3) An investment license project is communicated to the foreign investor
4) If the investor forwards the OIETAI its approval of the license project, a final license is issued with the signature of Ministry of the economy. The license describes the main features of the project (name of the foreign company, type of project, capital distribution, name of the Iranian investor, etc).
5) The foreign investor is free to choose the type of legal form (among the 8 possibilities existing in Iran) when it creates its company.
The competent organization: If registering a branch or a representation, the Office of registration of companies and industrial property must be contacted: If an overseas investment, it is necessary to contact the OIETAI.

FDI in figures

Foreign Direct Investment	2007	2008	2009
FDI of inward flow (millions USD)	1669.576	1615.449	3016.081
FDI inward stock (millions USD)	19351.985	20967.434	23983.515
Performance Index*, ranking on 141 economies	133/141	130/141	120/141
Potential Index**, ranking on 141 economies	56/141	50/141	-
Number of Greenfield investments***	17	20	15
FDI inwards (in % of GFCF****)	2.17352103716992	1.81911457819005	9.0494431383091
FDI stock (in % of GDP)	6.67261652052775	6.04926283096211	6.97762932355142

πηγή:

Note: * The UNCTAD Inward FDI Performance index is based on a ratio of the country's share in global FDI inflows and its share in global GDP. ** The UNCTAD Inward FDI Potential index is based on 12 economic and structural variables such as GDP, foreign trade, FDI, infrastructures, energy use, R&D, education, country risk.*** Green field investments are a form of foreign direct investment where a parent company starts a new venture in a foreign country by constructing new operational facilities from the ground up. **** Gross fixed capital formation (GFCF) measures the value of additions to fixed assets purchased by business, government and households less disposals of fixed assets sold off or scrapped.

Why you should choose to invest Iran

Strong points

Iran benefits of great potentials which are currently under-exploited due to its isolation on the international scene.

Iran represents an important market (70 million inhabitants) with a young population eager of consuming foreign products. It is a solvent market with an enormous need of consumer goods, equipment and large infrastructure projects (electricity, water, accommodations, transport, etc). Production costs (work, energy, etc) are low.

Iran, because of its geographical location, is also an ideal base for exports in the region and its energy resources are very attractive to foreign investment.

Weak points

Iran hurts from its international isolation and this fact has an undeniable impact on its economy.

The influence of the State in the economy is very important with numerous organizations linked to the state and disposing of funds and important budgets without coherent management. Corruption is wide-spread in the country.

Geopolitical tensions, particularly with Israel and domestic instability are also major risk elements.

Government measures to motivate or restrict FDI

A new law on incentive and protection of foreign investment and another one simplifying taxation have been voted in 2002. In 2004, a modification of articles 43 and especially 44 of the Constitution authorized the government to privatize many sectors, which had been previously protected, such as banking, transport and oil and gas industries in the downstream of the industry.
Sixteen special economic zones as well as six free-trade zones have been also introduced in the Iranian territory.

In order to attract foreign investment as well as obtaining knowledge, buy-back systems have been established in which the revenues of the foreign investor partner can be repatriated in the means of goods and services produced by the project. In terms of investment, the Iranians offer privileges to investors who can provide long term strategies and transfer of technologies.

Procedures relative to foreign investment

Freedom of establishment: All the sectors are open to overseas investment except for the strategic sectors (defense) and the sectors upstream of gas and oil. In these sectors, foreign companies can intervene on the basis of buy-back contracts.
Acquisition of holdings: A foreign company can have up to 100% of the capital of an Iranian company.
Obligation to declare: Foreign investments promotion agency in the country has all information on licenses necessary for setting up.
Competent organization for the declaration: OIETAI
Requests for specific authorizations: OIETAI

Finding assistance for further information

Investment aid agency: Organisation for investment and economic and technical assistance in Iran (OEITAI)
Other useful resources