Iran Business Registration Guide

Company Registration — ICRO

• Iran Companies Registration Organization (ICRO): The ICRO (the "سازمان ثبت شرکتها" — the "Companies Registration Organization") is the central authority for the company registration in Iran. The registration is conducted electronically through the ICRO's online portal (the "سامانه ثبت شرکتها" — the "company registration system").
• Company types: The most common corporate forms are the Private Joint-Stock Company (PJSC) — the "شرکت سهامی خاص" — (minimum 2 shareholders, minimum capital IRR 1,000,000), the Public Joint-Stock Company (JSC) — the "شرکت سهامی عام" — (minimum 5 shareholders, minimum capital IRR 5,000,000), and the Limited Liability Company (LLC) — the "شرکت با مسئولیت محدود" — (minimum 2 partners).
• Registration process: The process includes: (1) the name reservation (2-3 business days), (2) the submission of the articles of association and the memorandum of association, (3) the publication of the notice in the Official Gazette, and (4) the issuance of the registration certificate (the "روزنامه رسمی" — the "Official Gazette"). The total time is typically 2-4 weeks.
• Minimum capital requirements: The minimum capital for a PJSC is IRR 1,000,000 (approximately USD 0.02 at the free market rate — the requirement is symbolic in practice). For certain regulated activities (e.g., the insurance, the banking, the brokerage), the higher minimum capital requirements apply.

TIN, VAT, and Social Security Registration

• TIN (Economic Code): After the ICRO registration, the company must obtain a Tax Identification Number (the "کد اقتصادی" — the "economic code") from the Tax Affairs Organization (the "سازمان امور مالیاتی" — the "TAO"). The TIN is required for the tax filing, the invoicing, and the customs clearance.
• VAT registration: The companies with the annual taxable turnover exceeding IRR 18,000,000,000 (approximately USD 180 at the free market rate, adjusted annually) must register for the VAT purposes. The VAT registration is done through the TAO's e-filing portal. The standard VAT rate is 9% for 2026.
• Social Security registration: The employer must register with the Social Security Organization (the "سازمان تأمین اجتماعی" — the "SSO") within 60 days of the first employee hire. The SSO registration triggers the monthly contribution obligations (23% employer + 7% employee).

Chamber of Commerce Membership

• Mandatory membership: The companies engaged in the commercial activities (the "فعالیتهای تجاری" — the "commercial activities") must register with the Iran Chamber of Commerce, Industries, Mines and Agriculture (the "ICCIMA" — the "اتاق بازرگانی، صنایع، معادن و کشاورزی ایران"). The membership is a prerequisite for the import and the export licences.
• Annual fee: The Chamber of Commerce charges an annual membership fee based on the company's capital and the turnover. The fee ranges from IRR 5,000,000 to IRR 50,000,000 depending on the company size.
• Certificate of membership: The Chamber issues a certificate of membership (the "کارت بازرگانی" — the "business card") which is required for the international trade transactions and the customs clearance.

Free Zone vs. Mainland Company

• Free Zone company: A company registered in one of the Free Trade-Industrial Zones (Kish, Qeshm, Chabahar, Anzali, Arvand) benefits from a 15-20 year corporate tax holiday, the 100% foreign ownership without restriction, the simplified customs procedures, and the exemption from the currency controls. The free zone companies are regulated by the respective Free Zone Organisation.
• Mainland company: A company registered on the mainland Iran is subject to the standard corporate tax rate of 25%, the standard currency controls, and the foreign ownership restrictions (the foreign ownership is generally limited to 49% unless a Foreign Investment License is obtained).
• Choosing between the two: The choice depends on the business model — the free zone is ideal for the export-oriented and the logistics businesses, while the mainland is better for the domestic market access and the government contracts.

Branch / Subsidiary of a Foreign Company

• Foreign investment licence (OIETAI): A foreign company wishing to establish a branch or a subsidiary in Iran must obtain a Foreign Investment Licence (the "مجوز سرمایهگذاری خارجی" — the "foreign investment permit") from the Organisation for Investment, Economic and Technical Assistance of Iran (the "OIETAI" — the "سازمان سرمایهگذاری و کمکهای اقتصادی و فنی ایران").
• Foreign Investment Promotion and Protection Act (FIPPA): The FIPPA (the "قانون تشویق و حمایت از سرمایهگذاری خارجی" — the "Foreign Investment Law") governs the foreign investment in Iran. The FIPPA guarantees the equal treatment, the repatriation of capital and profits, and the protection against expropriation.
• Branch vs. subsidiary: A branch is an extension of the foreign parent company and does NOT have a separate legal personality. A subsidiary (a PJSC or an LLC) is a separate Iranian legal entity with a limited liability. The subsidiary requires a minimum of 2 shareholders (which may be the foreign parent and a nominee).
• Registration time: The OIETAI licence application typically takes 3-6 months. After the licence is issued, the company registration with the ICRO takes an additional 2-4 weeks.

FAQs

Can a foreigner own 100% of an Iranian company?

Yes, but only through a Free Zone company or by obtaining a Foreign Investment Licence from OIETAI. Without the licence, the foreign ownership on the mainland is generally limited to 49%.

What are the annual compliance requirements?

All Iranian companies must file annual tax returns, maintain the statutory accounting records (the "دفاتر قانونی" — the "statutory books") — the General Journal (the "روزنامه" — the "journal"), the General Ledger (the "کل" — the "general ledger"), and the Inventory Book (the "کالا" — the "inventory book") — and hold the Annual General Meeting within 4 months of the financial year-end.

Is there a minimum capital requirement for a foreign-owned subsidiary?

Yes. The OIETAI typically requires a minimum foreign investment of EUR 500,000 (or its equivalent) for a manufacturing project and EUR 250,000 for a service project. The lower thresholds may apply for the knowledge-based companies.