Registration of Foreign Company Representations

Registration of Foreign Company Representations

Given the significant expansion of global trade and the ongoing growth of companies worldwide, it is increasingly common for individuals or entities to engage in commercial activities in Iran under the name of a foreign company.

The most effective legal method for this purpose is to obtain official representation of the relevant foreign company, which enables commercial operations to be conducted under the name and credentials of the foreign brand or company.

For this purpose, there is no requirement to register a new company in Iran. Individuals may register a foreign company representation either as a legal entity or as a natural person. The foreign company itself is already registered and possesses legal personality in its country of origin. An important point to note is that the representative is permitted to continue the foreign company’s or brand’s activities in Iran. These activities may constitute part of the company’s overall operations, and there are no inherent limitations in this regard. However, compliance with the articles of association of the foreign company and acting within the scope defined therein must always be observed.

Legal Requirements and Conditions for Registering a Representation in Iran

Required Documents for Registration of a Foreign Company Representation

To register a representation of a foreign company, initial coordination with the foreign company is required, along with the submission of a justification report. This report must include the following:

• Information regarding the activities of the applicant company.
• Reasons demonstrating the necessity of establishing a representation in Iran.
• A clear and precise description of the scope of activities and authorities of the representation.
• If foreign personnel are required, a comprehensive identification code must be obtained for each individual.
• Both natural and legal persons must provide a comprehensive identification code.
• A written request submitted by the foreign company.
• Certification of the notice of incorporation, articles of association, and notices of amendments by the embassy of the relevant country.
• Submission of the passport and identification documents of the company representative.
• Submission of an activity report of the representation.

All of the above documents must be accompanied by official translations. It should also be noted that, depending on the specific circumstances of the foreign company, certain documents may vary.

Stages of Registering a Foreign Company Representation

The most important and fundamental stage in registering a foreign company’s representation is obtaining the foreign company’s consent to the representation. If the foreign company consents, the subsequent registration steps are generally straightforward.

If the foreign company does not grant such consent, proceeding with further steps is unnecessary. Therefore, it is strongly recommended that the justification report be prepared with the assistance of a legal or commercial expert in this field in order to minimize the risk of rejection.

Upon approval by the foreign company, the next stages commence. The foreign company must submit an official request indicating the need for a representation in Iran. Thereafter, the applicant must proceed with the remaining steps, depending on whether the representative is a natural or legal person and on the nature of the intended activities. Collecting the required documentation is a critical stage in the registration process.

Conditions for Registration of a Foreign Representation

The establishment of a foreign company representation must contribute to the expansion of Iran’s non-oil exports in order for the license to be issued.
The registration of the representation must result in increased foreign investment in Iran.
The representation must create a foundation for new commercial or industrial activities within the country.

In light of the above conditions, it is recommended that these requirements be satisfied prior to initiating the registration process to avoid potential legal complications.

Difference Between a Company Representation and a Branch

It should be noted that a company representation differs from a company branch.

One of the principal differences between a representation and a branch lies in their geographical and operational positioning.

A representation and a branch also differ in terms of authority. The scope of authority of a branch is determined by the parent company, and the branch operates strictly within that framework. In contrast, a company’s representation has greater operational independence and may continue certain activities independently of the parent company.

Key Considerations for Registering a Foreign Representation in Iran

Each company’s representative has an independent legal personality, and all legal and contractual liabilities rest with the representative.

Permission to register a foreign company representation is granted only if Iranian companies are likewise permitted to establish representations in the foreign company’s home country. In other words, the issuance of such licenses is based on the principle of reciprocity.

Frequently Asked Questions Regarding Registration of Foreign Company Representations