First step: submiting the activity permit and signing up in company registrtation system
The process of registering companies in the Aras Free Zone
1 First, they register for the company on the SS.FREEZONES.IR website, and then, after paying the fee and completing the proposed names, the applicant sends the form to the registration office through the system, and the Companies Registration Office submits the proposed names to the Center Companies Registration Office for Sends the confirmation and after the approval of the Tehran Companies Registration Office, the approved name will be announced to the applicant with the tracking code.
2 Then, after confirming the name, in order to issue a license for the subject of activity and payment of expenses, the articles of association and the minutes of the meetings are registered, and after their completion, the documents are physically submitted to the Companies Registration Office.
3- After submitting the documents to the registration office, the file is referred to an expert for review and registration, and after reviewing, the registration number is assigned and the national ID is issued and issued through the national ID system.
4 - After assigning the national ID to the announcement of the establishment and sealing of offices, the action and the file after completion and the applicant to the signature of the following offices to the registry office and after signing the offices and documents after signing and stamping is presented to the applicant.
5 - After submitting the documents, the applicant will send an ad to the official newspaper.
Before referring to the registration of companies, the investor must obtain the necessary license for the desired activity from the relevant department. The company registration department must apply the following controls to the license.
1- Compliance of the issued license with the subject of activity
2- The subject of the company or the relevant license has a connection with other ministries or other government organizations.
3- Non-expiration of the license deadline
4- In order to prevent future disputes between civil partners, it is better that the issued license be in the name of the company, for which the name of the company that is about to be established can be confirmed and the license can be issued in the name of the same company.
Second step: submitting all registration documents
The investor should refer to the companies registration section and provide the necessary information in the field of announcing the necessary documents for registering companies and the amount of registration fee to the investor through the law (in-person-brochure, etc.) to the investor. The rules and regulations of industrial free trade zones are implemented
Third step: confirning the trade name
1- In requesting to determine the name of the investor, he can only use Iranian names
2- The application for naming is completed by the investor and submitted to the company registration department
3- Proposed names, whether in Persian or foreign languages, should not be contrary to Islamic customs and custom
4- It has meaning and concept
5- Must indicate the type of company before the name or after the name of the company
6- According to Article 20 of the Commercial Code, there are 7 types of commercial companies, except for a few types of these 7 companies, the name of the company should not include the name of any of the partners.
7- To prevent nominal similarity (whether inside or outside the free zone), the Aras extension will be added to the company name.
8- After confirming the brand name, no other natural or legal person can choose this name, even if it is the same as his last name.
9- The validity of the designated name is for 3 months from the date of issuance. After the expiration of the mentioned deadline, re-inquiry is necessary.
10- The head of the registration of the relevant companies approves and initials the brand name after ensuring each of the above clauses.
After confirming the brand and presenting the issued license to the company registration unit, the next steps will be taken
Fourth step: completing all documents of sign up of the legal persons
1- Name determination form approved by the registration unit of the region
2- The company letter or the declaration and the articles of association that have been approved and signed by all the partners and the founders of the company (in two copies)
3- Minutes of the general assembly of the founders and the board of directors of the company (each in two copies)
4- Resolution of the board of directors based on participation and investment in the company about to be established, in which the amount and percentage of investment (shares - company share) is specified and a representative is introduced to attend all meetings and the board of directors and signed by individuals. Has been authorized and has been sealed with the seal of the company or institution
5- Certificate of registration of a foreign company or institution issued by the registration authority of the respective country
6- Copy of Mossadegh's articles of association of a foreign company or institution
7- The minutes of the board of directors and the registration certificate must be certified by the competent authorities where the signature and seal are located and approved by the embassy and finally approved by the Ministry of Foreign Affairs of the Islamic Republic of Iran.
8- All the mentioned documents must be translated into Persian by an official translator
9- Presenting a bank certificate from one of the banks located in the region based on depositing at least 35% of the company's capital
Fifth step: paying the registration rights and allocating the digital mailroom number to the trade name
Registration fees are obtained from the investor according to the approvals of the board of directors and the deposit slip is notified to the financial affairs of the organization during the financial form.
The secretariat number is assigned to the brand name form
Sixth step: reviewing the submitted registered document
1- Examining the registration documents provided and announcing the deficiencies to the investor
2- Which type of company is the company from?
3- The company letter and declaration are completed and submitted by the founders for the registration of the type of company in question
4- Where is the center of the company, which should be within the Aras Free Zone
5- The names of the partners and founders and the amount of capital of each of the partners
6- The sum of the share of the company is equal to the total capital of the company
7- The surname of the partners with the chosen name is contrary to Article 95 of the Commercial Code, which is also examined in the section on brand approval.
8- Determining cash and non-cash capital
If the company's capital is non-cash, machinery, factories and land ... because when changing the title deed in the name of the company will be done all inquiries through the relevant departments in relation to debt (such as assets - municipality - social security - Water - electricity - gas, etc.) will be done, so it will not have any responsibility to the company registration office, but in relation to technical knowledge, it depends on the agreement of the parties.
Because in the registration of a limited liability company, non-cash capital is an agreement between the partners (during the minutes). In case of disagreement, the evaluation will be done by an official expert of the judiciary, but in special joint stock companies, non-cash capital will be evaluated only with the opinion of the official expert. .
9- The names of the director and the persons who have the right to sign are included in the limited liability company and the special joint stock declaration. The first minutes of the founders and partners are matched.
10- Controlling how profit is distributed.
11- Timely control of company accounts
12- Observance of Article 114 of the Commercial Code regarding the liquidation of the company
13- Date of formation of the company and determination of its duration
14- Checking the signatures of all partners / shareholders under the company or declaration papers
15- Examining the articles of association and controlling it and matching the articles of association with the company letter or declaration
16. The duties of the Ordinary General Assembly of the company and the duties of the Extraordinary General Assembly of the Board of Directors listed in the Articles of Association shall be applied in accordance with Articles 94 to 115 of the Commercial Code.
17- Obtaining the applicant's ID card or passport for foreign nationals
18- Matching the card with the specifications in the company letter or declaration
19. Authentication of applicants
20. If these things are done by the lawyer, presenting the power of attorney of the lawyer, which must be explicitly stated in the power of attorney for what work to refer to.
21- Obtaining the applicant's signature under the registry office
22. The certification of the applicants under the title of registration is equal to the document.
Drafting the establishment announcement
In the draft of the establishment announcement, a summary of the company letter or declaration and articles of association must be mentioned, which includes the subject of the company - main center - amount of capital - validity period of the company and managers and holders of the right to sign the date of establishment and company registration number.
Registration of declaration or company letter of natural persons in the registry office
1- In writing the book, use a single pen. Scratching, shaving and engraving, as well as leaving more white space than is usual in notebook writing, and writing in the margins and between is forbidden.
2- If a mistake occurs while writing the registration book, it should be numbered on the same mistake with a red marker and it should be written correctly in the description section and it should be approved by the representative of the legal entity.
3. The end of each sentence is closed with a cross
Insert the approved brand in the relevant office
In order to avoid nominal similarity and to control the records, the registered names, both natural and legal persons, are entered in a special office prepared in the registration unit.
Assign the secretariat number to the declaration to seal the offices
Perform steps to seal commercial offices
1- Matching the number of pages of each office with the declaration items in the declaration form of the seal of commercial offices
2- Sealing the first and last page of each office and completing the mentioned specifications
Register the declaration of seal of commercial offices in the relevant office
Provide a sealed copy of registration documents and established advertisement to the investor
Send a copy of the established advertisement to the Deputy Licensor
Sending company establishment advertisements to official and local newspapers