ESTABLISHING A COMPANY IN IRAN

The Limited Liability Company

The establishment of a Limited Liability Company requires the presence of at least two partners. 
The law does not require a minimum share capital, but at the time of incorporation, the partners must undertake to pay the amount declared as the company's capital.
The Board of Directors must be composed of at least two members, one acting as chairman and the other as vice-chairman.

The Joint Stock Private Company

The Joint Stock Private Company requires at least three shareholders, who may also be legal entities. It should be noted that, regardless of its name, which seems to refer to the Italian S.P.A., the Iranian joint stock company is characterized by a light structure.
The minimum share capital required by law is Rial 1.000.000,00, 35% of which must be paid up at the time of incorporation. 
The company's board must be composed of at least two members, one of whom must serve as chairman and the other as vice-chairman. However, it is preferable to provide for three directors in the articles of association.

Taxation

With regard to the taxation, corporate profits are normally subject to a tax rate of 25%. 
It should be noted, however, that there are numerous tax exemptions in Iran, both based on the location in which the company operates and on the product manufactured. One such case is that of companies operating in Free Trade Zones (FTZs) - Iranian free ports - and Special Economic Zones (SEZs). 
FTZs are located in strategic points throughout the country, specifically on the islands of Kish and Qeshm, in Aras, Arvand, Anzali, Chabahar, and Makou. The FTZ system provides for forms of corporate tax exemption of up to 100% for a period of 20 years.
A large number of SEZs, located throughout the country, allow companies to benefit from differentiated exemptions for periods ranging from 7 to 13 years.

The FIPPA

With the enactment of the Foreign Investments Promotion and Protection Act (FIPPA) of 2002, the Iranian government established special forms of protection for foreign investments that meet certain criteria.
The forms of protection provided for by FIPPA allow foreigners to enjoy numerous benefits, including the following: obtaining fair compensation in the event of nationalization of their investment; repatriation of the profits of the company established in hard currency; the issuance of a long-term entry visa to the country; the possibility of resorting to a non-Iranian court for the resolution of disputes, in the presence of a bilateral investment protection treaty between Iran and the foreign investor's country. In this regard, it should be noted that in 1999, an agreement on the mutual promotion and protection of investments was signed between the Italian and Iranian governments, which entered into force in 2003. 
In order to enjoy the benefits provided for by the FIPPA Law, investors must obtain a government license. 
This license is issued by the State Agency for the Promotion of Foreign Investment (OIETAI) and is subject to verification of parameters relating to the characteristics of the capital brought into Iran, which may be in the form of cash, machinery, or know-how.

Banking aspects

Companies incorporated under Iranian law, wholly or partially owned by foreign entities, as well as branches, may regularly hold bank accounts. Accounts are opened in local currency, but it is also possible to open accounts in euros. 
A recent regulation issued by the Central Bank of Iran also allows foreign companies not incorporated in the country to open local current accounts in Euro.