Registering a Company in Iran for International Trade - Complete Guide (2025-2026)

Introduction

Establishing a properly registered company is the fundamental first step toward engaging in international trade in Iran. Without a legally registered entity, businesses cannot obtain the essential tools of trade such as a commercial card (kart-e bazargani), economic code, or access to customs and banking infrastructure.

Company registration in Iran is managed by the State Organization for Registration of Deeds and Properties, known as SSAO (sazman-e sabt-e asnad va amlak-e keshvar). The primary online portal for company registration is irsherkat.ssaa.ir (formerly sherkat.ssaa.ir), which handles the entire process electronically.

The legal framework governing company registration includes the Iran Commercial Code (qanun-e tejarat), originally enacted in 1311 (1932) and substantially amended in 1347 (1968), along with subsequent legislative updates. Understanding this framework is critical because the type of company you register determines your governance obligations, tax treatment, liability exposure, and eligibility for trade-related permits.

A properly registered company is a prerequisite for obtaining a commercial card from ICCIMA, receiving an economic code from the tax authority, registering on the National Trade Single Window (NTSW), and accessing customs Electronic Platform for Logistics (EPL) declarations. In short, company registration unlocks the entire ecosystem of international trade in Iran.

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Types of Companies in Iran

Iran's Commercial Code recognizes several types of legal entities. Below is a detailed overview of each type, with guidance on which is most suitable for international trade activities.

1. Limited Liability Company (LLC) - Sherkat ba Masouliat Mahdoud

The LLC is the most popular company type in Iran, especially for small and medium enterprises (SMEs) and startups entering international trade.

Key characteristics:

• Minimum 2 partners required (no maximum limit)
• No statutory minimum capital requirement, although sufficient capital is strongly recommended for credibility with banks, trade partners, and government agencies
• Each partner's liability is strictly limited to their capital contribution to the company
• Profit distribution can be structured per the partnership agreement, or defaults to proportional distribution based on capital share
• Decision-making takes place through partner meetings, with simple majority sufficient for routine operational decisions
• Transfer of partnership interests requires the consent of partners holding at least 75% of the total capital
• An LLC cannot conduct an initial public offering (IPO) or list on the stock exchange
• Registration process is simpler and faster compared to joint stock companies
• Annual audit is not mandatory for smaller LLCs (though recommended)

Best suited for: Small to medium trading companies, family businesses, startups, and entrepreneurs entering the import/export business for the first time.

2. Private Joint Stock Company (JSC Private) - Sherkat Sahami Khas

The Private JSC offers a more structured corporate governance framework and is ideal for medium to large trading operations.

Key characteristics:

• Minimum 3 shareholders required
• Minimum registered capital of 1,000,000 IRR (nominal amount; in practice, much higher capital is needed for operational credibility)
• At least 35% of the registered capital must be paid in at the time of incorporation, with the remainder due within 5 years
• Must establish a board of directors with a minimum of 3 members
• Must appoint at least one inspector (bazras) who is independent of the board
• Shares are registered (named) and are NOT publicly tradable on any stock exchange
• Annual general meeting of shareholders is mandatory
• Professional governance structure with clear separation between ownership and management
• Can issue different classes of shares (ordinary, preferred)
• Financial statements must be prepared and presented to the annual general meeting

Best suited for: Medium to large trading companies, businesses planning significant growth, companies seeking partnerships with foreign entities, and businesses that may eventually convert to a Public JSC.

3. Public Joint Stock Company (JSC Public) - Sherkat Sahami Aam

The Public JSC is designed for large-scale enterprises that need access to public capital markets.

Key characteristics:

• Minimum 5 shareholders required
• Minimum registered capital of 5,000,000 IRR (nominal amount)
• Founders must contribute at least 20% of capital, with the remaining 80% raised through public offering
• Can be listed on the Tehran Stock Exchange (TSE) or Iran Fara Bourse (IFB)
• Regulated by the Securities and Exchange Organization of Iran (SEO / sazman-e bours va awraq-e bahadar)
• Extensive disclosure, reporting, and corporate governance requirements
• Must have a board of directors (minimum 5 members), inspector, and audit committee
• Quarterly and annual financial reporting obligations
• Subject to Securities Market Act regulations

Best suited for: Large corporations, companies seeking public capital, established businesses with substantial trade volumes.

4. General Partnership - Sherkat Tazamoni

• Minimum 2 partners required
• All partners bear unlimited joint and several liability for all company debts
• Higher trust from creditors and suppliers due to the unlimited personal liability of partners
• Partners cannot transfer their interests without consent of all other partners
• Rarely used for international trade due to the high personal risk exposure

5. Limited Partnership - Sherkat Mokhtalet Gheyr-e Sahami

• Combines two types of partners: general partners (with unlimited liability) and limited partners (liability limited to their capital contribution)
• General partners manage the company and bear full liability
• Limited partners are investors who do not participate in management
• Rarely used in modern Iranian commercial practice

6. Cooperative Company - Sherkat Ta'avoni

• Governed by special rules under the Cooperative Sector Law (qanun-e bakhsh-e ta'avon)
• Democratic governance structure: one member, one vote (regardless of capital contribution)
• Primarily used for agricultural cooperatives, artisan guilds, and worker-owned enterprises
• Eligible for special tax benefits and government subsidies
• Ministry of Cooperatives, Labour and Social Welfare oversees registration and compliance
• Can engage in international trade but less common for this purpose

7. Branch Office (for Foreign Companies) - Sho'beh-ye Sherkat-e Khareji

• Must be approved by the Council of Ministers (hey'at-e vaziran)
• Activities are strictly limited to those specified in the operating license
• Cannot independently import or export goods; must act through or on behalf of the parent company
• Registered with SSAO after obtaining governmental approval
• Required for foreign companies performing construction, engineering, consulting, or technical services in Iran
• Subject to Iranian tax law on income earned within Iran
• Annual reporting to SSAO and tax authorities required

8. Representative Office - Daftar-e Namayandegi

• Established for market research, liaison, and promotional activities only
• Cannot engage in direct commercial transactions, sales, or trading
• Very limited scope of permissible activities
• Useful for foreign companies exploring the Iranian market before committing to a branch or joint venture

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Choosing the Right Company Type for International Trade

Selecting the appropriate company structure is one of the most critical decisions for any business entering international trade. Here are recommendations based on common scenarios:

For import/export startups and small traders: LLC (Sherkat ba Masouliat Mahdoud) is the recommended choice. The registration process is straightforward, there is no minimum capital requirement, governance is flexible, and it qualifies for a commercial card.

For manufacturing companies with export ambitions: Private JSC (Sahami Khas) is preferred. The structured governance, ability to issue shares to investors, and professional image make it ideal for companies seeking growth and foreign partnerships.

For large-scale trading operations: Private JSC or Public JSC, depending on the need for public capital. If the company plans to raise funds from the public or list on the stock exchange, a Public JSC is necessary.

For foreign companies entering Iran: Branch Office is the primary option for operational activities. Representative Office is suitable if the goal is limited to market research.

Key factors to consider: capital requirements and availability, desired level of personal liability protection, governance complexity you can manage, scalability needs, eligibility for commercial card and trade permits, and plans for future foreign investment or partnerships.

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Registration Process Step-by-Step

Step 1: Name Reservation (2-5 business days)

The first step is reserving a unique company name through the SSAO online portal at irsherkat.ssaa.ir.

• You must submit 5 proposed company names, ranked in order of preference
• All names must be in Persian (Farsi)
• Names cannot be identical or confusingly similar to existing registered companies
• Foreign-origin words should be avoided unless they have been Persianized and are commonly accepted
• Names cannot include terms that suggest government affiliation or conflict with public entities
• The SSAO system performs automatic checks against the existing company name database
• Once approved, the reserved name is valid for 3 months (you must complete registration within this period)
• If all 5 names are rejected, you will need to submit a new set of proposed names

Step 2: Prepare Articles of Association (Asasnameh)

The articles of association are the foundational legal document of your company.

• You can use the standard SSAO template available on their portal, or draft custom articles with legal assistance
• The articles must include: company name and legal type; registered office address (must be a valid commercial address in Iran); company objectives and scope of activities (be comprehensive, as activities outside the stated scope may be challenged); capital structure including total amount and division among partners or shareholders; fiscal year (typically starting 1 Farvardin / 21 March); management structure including managing director, board of directors if applicable, and their powers; rules for profit distribution among partners or shareholders; conditions and procedures for transfer of shares or partnership interests; conditions for dissolution and liquidation of the company
• All founders must sign the articles of association
• For JSC companies, the articles are more detailed and must comply with specific Commercial Code requirements

Step 3: Capital Deposit

• Open a temporary company formation account at an authorized Iranian bank
• Deposit the required minimum capital into this account
• The bank will issue a capital deposit certificate (govahi-ye banki) confirming the deposit
• For LLCs: the full declared capital amount should be deposited at the time of founding
• For Private JSC: a minimum of 35% of registered capital must be deposited at incorporation, with the remainder payable within 5 years per the articles of association
• For Public JSC: founders deposit their 20% share, and the public subscription process handles the rest
• Commonly used banks include Bank Melli, Bank Mellat, Bank Tejarat, Bank Saderat, and Bank Parsian
• The temporary account will be converted to a permanent company account after registration is complete

Step 4: Official Submission to SSAO (5-10 business days for review)

Submit your complete application package through the SSAO online portal at irsherkat.ssaa.ir.

Required documents:

1. Completed application form (generated through the online system)
2. Articles of association, signed by all founders
3. Minutes of the founding (constituent) meeting, signed by all founders
4. Complete list of founders with their national ID numbers (code melli)
5. Capital deposit certificate from the bank
6. Name approval certificate from Step 1
7. Copies of national ID cards (kart-e melli) of all founders
8. Copies of birth certificates (shenasnameh) of all founders
9. Criminal background clearance (sourat-e sou-e pishina) for managing director
10. Education certificate of the managing director (if applicable per company type)
11. Office address declaration with supporting lease agreement or ownership document
12. For JSC companies: list of board of directors and inspector with acceptance letters

• Pay the registration fee through the online payment system (fee calculated based on registered capital amount)
• The system generates a registration tracking number for monitoring application status
• Ensure all documents are clearly scanned and properly uploaded to avoid delays

Step 5: Review and Approval

• An SSAO registrar reviews all submitted documents for completeness and legal compliance
• The registrar may request corrections, additional documents, or clarifications
• Respond promptly to any SSAO queries to avoid delays
• You can track the status of your application through the online portal using your tracking number
• Upon approval, a notification is sent via SMS to the designated contact number and through the portal
• A unique company registration number (shomareh-ye sabt) is assigned
• The registration number is your company's primary legal identifier

Step 6: Official Gazette Publication (3-7 business days)

• After approval, SSAO submits the company registration notice to the Official Gazette of the Islamic Republic of Iran (ruznameh-ye rasmi-ye jomhuri-ye eslami-ye iran)
• Publication in the Official Gazette formally confirms the legal existence of the company
• From the date of publication, the company is recognized as a legal person (shakhs-e hoquqi) with full legal standing
• The Official Gazette publication can be verified and accessed online at rrk.ir
• Keep copies of the Official Gazette notice for your records, as it will be required for many subsequent procedures

Step 7: Tax Registration (5-10 business days)

• Register your newly formed company with the Iranian National Tax Administration (sazman-e omur-e maliati-ye keshvar)
• Apply online at tax.gov.ir or visit your local tax office in person
• Submit copies of company registration documents, Official Gazette notice, and founders' identification
• Receive a Tax Identification Number (shenase-ye maliati), which is a unique identifier for all tax-related matters
• The tax file is opened at the tax office with jurisdiction over your registered company address
• Tax registration is mandatory and must be completed before any commercial transactions
• Required for issuing official invoices, filing tax returns, and all financial transactions

Step 8: Economic Code (code eqtesadi) (5-10 business days)

• Apply for your economic code through the tax.gov.ir online portal
• The economic code is a 12-digit unique identifier assigned to every economic entity in Iran
• This code is essential for: customs declarations through the EPL system, all banking transactions related to trade, government and private sector contracts, issuing and receiving official invoices, import and export documentation
• The economic code is linked to your company registration number and managing director's national ID
• Without an economic code, your company cannot participate in formal economic activities

Step 9: Social Security Registration

• Register your company with the Social Security Organization (sazman-e ta'min-e ejtema'i)
• This registration is mandatory if you employ any workers (even one employee)
• An employer code is issued upon registration
• Monthly social security contributions are required: total rate is approximately 30% of each employee's gross salary, with 23% paid by the employer and 7% deducted from the employee's salary
• Failure to register or pay contributions results in significant penalties and may affect your ability to obtain or renew trade permits
• Register at tamin.ir or at your local Social Security branch office

Step 10: VAT Registration (if applicable)

• Register for Value Added Tax (maliat bar arzesh-e afzoudeh) with the tax authority
• The current standard VAT rate is 10% (with proposals to increase to 12% in the 1404 budget)
• VAT registration is required for companies with turnover above the threshold set by the tax authority
• Registered companies must file quarterly VAT returns
• VAT registration is essential for customs clearance operations and for issuing VAT-compliant invoices
• Apply through the tax.gov.ir portal or at your local tax office

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Post-Registration: Next Steps for International Trade

Once your company is legally registered, several additional steps are needed to begin actual international trade operations:

1. Obtain a Commercial Card (kart-e bazargani): Apply through the Iran Chamber of Commerce, Industries, Mines and Agriculture (ICCIMA) at iccima.ir. The commercial card is your license to import and export. See the commercial-card-complete-guide document for detailed instructions.

2. Register on the National Trade Single Window (NTSW): Create your company profile on ntsw.ir, which is the centralized platform for all trade-related government services and permits.

3. Activate EPL System Access: Register for access to the customs Electronic Platform for Logistics (EPL) system, which handles all customs declarations for imports and exports.

4. Open a Trade-Enabled Bank Account: Open a corporate bank account with Letter of Credit (LC) capabilities. Major trade banks include Bank Tejarat, Bank Saderat, Bank Melli, and Bank Mellat.

5. Obtain a Digital Signature Certificate: Acquire a digital certificate from an approved Certificate Authority for electronic document signing, required for customs declarations and NTSW transactions.

6. Standards Compliance Registration: If importing regulated goods, register with the Iran National Standards Organization (INSO/ISIRI) and obtain necessary conformity certificates.

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Timeline and Costs Summary

Expected Timeline:

• Name reservation: 2-5 business days
• Document preparation (articles of association, notarization): 3-7 business days
• SSAO submission, review, and approval: 5-10 business days
• Official Gazette publication: 3-7 business days
• Tax registration and economic code: 5-10 business days
• Social security and VAT registration: 3-5 business days
• Total estimated timeline: 3-5 weeks (average approximately 4 weeks)

Estimated Costs (Updated for 1404 / 2025-2026):

• SSAO registration fee: 5,000,000 to 15,000,000 IRR (varies based on registered capital amount)
• Official Gazette publication fee: 3,000,000 to 5,000,000 IRR
• Notary and legal professional fees: 5,000,000 to 20,000,000 IRR (depending on complexity)
• Bank account opening: minimal fees
• Stamp duty and miscellaneous government fees: 2,000,000 to 5,000,000 IRR
• Total estimated cost: approximately 20,000,000 to 50,000,000 IRR (2 to 5 million toman)
• Note: This estimate does NOT include commercial card application fees, office rental costs, initial inventory, or ongoing operational expenses

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Special Considerations

Free Trade Zone (FTZ) Companies

Iran has several Free Trade Zones and Special Economic Zones that offer significant advantages for company registration and international trade:

• Companies can register directly with FTZ authorities (separate from SSAO), with a streamlined and faster registration process
• Tax holidays of 15 to 20 years from the date of registration (no corporate income tax during this period)
• 100% foreign ownership is permitted in FTZs (no requirement for Iranian partner)
• No minimum capital requirement for FTZ-registered companies
• Simplified import/export procedures within the zone
• Active FTZs include: Kish Island, Qeshm Island, Chabahar, Aras (in East Azerbaijan), Bandar Anzali (on the Caspian Sea), Arvand (near Basra border), Maku (in West Azerbaijan), and IKAC (Imam Khomeini Airport City near Tehran)
• FTZ companies can trade with the Iranian mainland subject to customs duties on goods entering the mainland

Foreign Investment Protection

• The Foreign Investment Promotion and Protection Act (FIPPA / qanun-e tashviq va hemayat-e sarmaye-gozari-ye khareji) provides the legal framework for foreign investment in Iran
• Foreign investors should register their investment with the Organization for Investment, Economic and Technical Assistance of Iran (OIETAI)
• FIPPA guarantees include: the right to repatriate profits and capital, protection of investment against nationalization and expropriation, access to international dispute resolution mechanisms
• Maximum foreign ownership: 100% in Free Trade Zones; up to 49% in mainland companies (with exceptions available through special government approval for strategic sectors)
• Bilateral Investment Treaties (BITs) between Iran and various countries provide additional protections

Anti-Money Laundering (AML) Compliance

• All registered companies must comply with Iran's Anti-Money Laundering Law (qanun-e mobarezeh ba pulshui)
• Know Your Customer (KYC) requirements apply to all company activities, including opening bank accounts and conducting trade transactions
• Companies have an obligation to report suspicious transactions to the Financial Intelligence Unit (FIU)
• Non-compliance carries severe penalties including criminal prosecution, financial penalties, and potential revocation of trade licenses
• AML compliance is increasingly important for companies engaged in international trade

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Common Mistakes to Avoid

1. Choosing the wrong company type: An LLC may be insufficient for companies planning rapid growth or seeking foreign investment, while a JSC may be unnecessarily complex for a small trading operation
2. Insufficient initial capital: While the legal minimums are low, registering with very low capital damages credibility with banks, trade partners, and government agencies
3. Not reserving the company name first: Proceeding with document preparation before name approval wastes time if the preferred name is rejected
4. Incomplete or poorly drafted articles of association: Vague or incomplete articles lead to disputes among partners and delays in registration
5. Delaying economic code application: The economic code is essential for virtually all trade activities; apply immediately after company registration
6. Failing to register for social security: Even companies with a single employee must register; penalties for non-compliance are severe
7. Overlooking VAT registration: Companies that fail to register for VAT cannot issue proper invoices and face penalties during tax audits
8. Not planning for commercial card requirements: The commercial card has its own prerequisites; ensure your company meets them from the start

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Useful Links and Official Contacts

• SSAO Company Registration Portal: irsherkat.ssaa.ir
• Official Gazette of Iran: rrk.ir
• Iranian National Tax Administration: tax.gov.ir
• Social Security Organization: tamin.ir
• Iran Chamber of Commerce (ICCIMA): iccima.ir
• National Trade Single Window (NTSW): ntsw.ir
• Securities and Exchange Organization: seo.ir
• Organization for Investment (OIETAI): investiniran.ir

Source: SSAO, Iran Commercial Code, ICCIMA, Iranian National Tax Administration | Last Updated: February 2026