Company Registration
Complete guide to establishing a legal entity and registering your company in Iran.
OIETAI filings · Iranian corporate registry
Six Essential Steps
Feasibility Study
Comprehensive market analysis and regulatory assessment for your business type.
Document Preparation
Preparation of all necessary legal documents and articles of association.
Registration Application
Submission of registration documents to relevant government authorities.
Approval & License
Obtaining business license and regulatory approvals from ministries.
Bank Account Setup
Establishing corporate bank accounts and financial infrastructure.
Ongoing Compliance
Support with tax registration, labor compliance, and regulatory requirements.
Advantages of Registration
Considerations & Challenges
Ready to Register Your Company?
Our legal and regulatory experts will guide you through the entire registration process.
Start RegistrationPick the right Iranian entity before you sign anything
The most common foreign-invested vehicle is a Private Joint Stock Company (Sahami Khass) with 100% foreign ownership, registered with FIPPA protection. A branch office is faster but cannot enter most commercial contracts in its own name.
Sahami Khass (PJSC)
The default vehicle: 3+ shareholders, full commercial capacity, can hold real estate and IP, eligible for FIPPA protection and free-zone licensing.
Branch / Representative Office
Faster and cheaper, but a branch can only conduct activities of its foreign parent, and a rep office cannot generate revenue at all — useful for liaison and market study.
Free-zone entity
Registered with the relevant free-zone authority instead of the Companies Registration Office. Faster (2–4 weeks), tax-holiday eligible, but operations restricted to the zone unless paired with a mainland affiliate.
What's included
- Notarised apostilled corporate documents from your home jurisdiction
- Reserved Farsi company name (Registration Office approval)
- Articles of Association in bilingual Farsi/English
- Initial share capital deposited in an Iranian bank
- Tax File Number and VAT registration
- Social Security Organization (SSO) employer registration
- Customs IRICA code if you will import/export
Frequently asked questions
Can a single foreign shareholder own 100%?+
Yes. PJSCs require 3+ shareholders, but two can be nominees of the same beneficial owner — effectively 100% foreign control. Limited Liability Companies (LLC) allow 2+ shareholders.
Is there a minimum capital requirement?+
PJSC minimum is IRR 1,000,000 (nominal). In practice, capital should match operational needs; capital under USD 50,000 raises red flags with banks and visa authorities.
What ongoing filings are required?+
Annual audited financials (if turnover exceeds threshold), annual tax return, quarterly VAT returns, monthly payroll/SSO filings, and an annual general meeting on record.
Can I sign contracts before registration completes?+
Founders can sign pre-incorporation contracts that the company ratifies post-registration. We routinely structure binding term sheets this way to avoid delays.
Pick the right vehicle before you file
Most foreign investors form a Private Joint-Stock (PJSC) or Limited Liability Company (LLC) — but a free-zone vehicle, branch, or representative office is sometimes the cheaper, faster route. We compare options, then execute end-to-end with the Companies Registration Office, OIETAI, and the Tax Administration.
What you receive
Engagement timeline
Packages & indicative fees
Light-touch presence without a separate legal entity.
- Branch registration
- Tax & SSO file
- Single signatory
- No share capital required
Standard vehicle for SMEs and family-office investments.
- Up to 50 shareholders
- Articles of association
- FIPPA registration
- Bank account opening
- Compliance calendar
Required for regulated sectors and TSE listing.
- Board governance set-up
- Statutory auditor appointment
- Sectoral licensing support
- Capital-increase machinery
- 12-month post-incorporation hotline
Fees are indicative ranges for typical scopes. Final proposal is fixed after a scoping call.
Mini case study
Challenge
Establish an Iranian operating entity to take title to local sales, with FIPPA protection on EUR 6m initial capital, while keeping the founder shareholders sanctions-clean.
Outcome
PJSC incorporated in 11 weeks, FIPPA licence issued, sanctions-clean correspondent banking chain confirmed, and first sales invoiced through the new entity in month 4 of the financial year.
Frequently asked questions
The vehicle drives the next ten years of your operation
Vehicle choice — PJSC, LLC, branch, free-zone holding — determines tax exposure, governance, capital flexibility, and exit options. We compare the realistic options for your sector, ownership structure, and capital plan before we file a single form.
Vehicle fit
PJSC for regulated and listing-bound businesses, LLC for SMEs, branch for service-only presence, free-zone for export-led models — each modelled against your facts before we choose.
FIPPA wrapper
Inbound capital registered with OIETAI under the Foreign Investment Promotion & Protection Act, preserving repatriation rights from day one.
Operating readiness
Bank account, tax file, SSO employer file, and compliance calendar all live before you make the first hire.
Frequently asked questions
Can the founders be sanctioned-jurisdiction nationals?+
Yes — most foreign nationals can incorporate. US persons require careful structuring to remain compliant with US primary sanctions and we will not advise structures that breach them.
Is a local partner required?+
Not in most sectors. We help identify a local partner when ownership caps apply or when sector access requires one.
How quickly can the company invoice?+
After incorporation, tax registration takes 2–3 weeks and bank account opening 2–6 weeks. Invoicing usually begins in month 3 of the project.
What happens to capital after incorporation?+
It sits in the corporate account ready for working capital, asset purchases, or planned distributions. We provide a treasury policy template so the first transactions are compliant.
What you receive
Engagement phasing
Scope tiers
LLC
Limited liability company — fastest, lowest capital floor.
- 100% foreign ownership
- No minimum capital floor
- Single shareholder allowed
- Tax & social security setup
- Bank intro
PrJSC
Most chosenPrivate joint-stock — preferred for joint ventures.
- Min. 3 shareholders / 2 directors
- IRR 1m capital floor
- Share transfer flexibility
- FIPPA-ready structure
- Bilingual articles
- Auditor appointment
Branch / Rep Office
Foreign-parent branch or representative office.
- Parent-company filing
- MIMT branch licence
- No share capital
- Expat work permits
- Annual renewal support
From the field
ChallengeA German engineering group needed a PrJSC operating company with FIPPA registration ready to receive a €12m capital injection within four months, complicated by a non-Iranian co-shareholder structure.
ApproachParallel-tracked CRO filing and FIPPA application, pre-cleared the bilingual articles with the target bank, and coordinated notarisation across Tehran, Berlin, and DIFC in one consolidated power-of-attorney pack.
OutcomePrJSC incorporated, FIPPA licence issued, and the first €4m capital tranche received within 92 working days — beating the client's board deadline by two weeks.
Service questions
Can a foreigner own 100% of an Iranian company?+
Yes for most sectors via an LLC or PrJSC structure. Sector restrictions apply in oil upstream, banking, insurance, and parts of telecoms — those typically require an Iranian co-shareholder or licence-holder.
What is the minimum capital requirement?+
IRR 1,000,000 (nominal) for a PrJSC and no statutory minimum for an LLC. Practical capital should match the business plan — banks and FIPPA reviewers look for credible working capital, not the legal floor.
Do I need to be physically present in Iran?+
No. The full process can be executed via a notarised power of attorney legalised at the Iranian consulate in your jurisdiction. Bank account opening sometimes requires one short visit by the signatory.
How does FIPPA registration interact with company registration?+
They are separate. Company registration creates the legal entity; FIPPA registration protects the foreign capital flowing into it (repatriation rights, equal treatment, expropriation cover). We typically file them in parallel.
How long does bank account opening actually take?+
Two to six weeks after incorporation, depending on the bank, the shareholder structure, and the corresponding-banking footprint required. We pre-clear the file with two or three banks to compress the timeline.
Related knowledge & common questions
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