PERSIAN
                                                                        How to register a   Limited Liability Company
           

             1- Introduction ( What is a Limited Liability Company?)

             
2- Stages & Required  Documents  to register a Limited Liability Company.

             
                   3- Differences between a Liability Limited Company & a Private Joint Stock Company
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1- Introduction( What is a Limited Liability Company?)
A Limited Liability Company is a company that forms among two or more individuals for commercial activities , each partner is responsible to company debts and commitments only up to his/her asset amount not considering the whole asset has been divided into stocks or pieces of stocks( Article 94, Commerce Law) . the " Limited Liability " term , must be accompanied with company name and the company name should not included with none of partners' name , otherwise that partner whose name is included in company name is known as a bailsman against third parties in partnership company ( Article 95 , Commerce aw)                                                                                                   ------------------------------------------------------------------

2- Steps & Required Documents to register a Limited Liability Company :

Documents for registration a Limited Liability Company ( LLC)

Note: The samples of official documents (Article of Association , Memorandum , …)

are accessible in menu : forms at http://sherkat.ssaa.ir

     

  1. The request letter , 2 original text , signed by all shareholders .
  2.  

     

  3. The Memorandum , 2 original text, signed by all shareholders.
  4.  

     

  5. The Article of Association , 2 original text , signed by all shareholders.
  6.  

     

  7. The Minute of Founders and Director Board meeting , 2 original text , signed by all shareholders and auditors.
  8.  

     

  9. The Minute of Director Board meeting , 2 original text , signed by selected managers .
  10.  

     

  11. ID Card of all shareholders and General Director and the members of Director Board , authorized by notary or a judiciary office.
  12.  

     

  13. ID Card of auditors if applicable. Auditor attendance isn't mandatory in LLC.
  14.  

     

  15. Non-criminal Record certification ( For Iranian People. Foreigners need to take Fida Code )
  16.  

     

  17. Permission Letter , authorizes the representatives and Director Board members of legal entity as a shareholder , and incorporation notice or last changes of legal entity , published in Gazette .
  18.  

     

  19. The Certification letter shows the legal entity as a shareholder isn’t affiliated to Government.
  20.  

    Note: if some values of asset is non-cash (in form of Real Estate or Else ) , the value must be recognized by official expert authorized by Judiciary.

     

11- Permission letter for some specific activities from affiliated organization.(Enlisted activities in http://sherkat.ssaa.ir)

     

     

12- Filling the blank fields of electronic forms in http://irsherkat.ssaa.ir and submit the request by clicking on " final submission " button in final form and tracking the request by the trace number received from this website .

     

Note: The samples of official documents (Article of Association , Memorandum , …) are accessible in menu : forms at http://sherkat.ssaa.ir

Note : Fida Code : A number assigned to a foreigner , requesting in http://irsherkat.ssaa.ir


 

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3- Differences and similarities  between a  Limited Liability Company & a Private Joint Stock Company:
   3-1 The minimum partners in limited liability company is two persons and the minimum shareholders in private joint stock is three.
   3-2 The minimum asset for registering a limited liability company and  a private joint stock is 1,000,000 Rls.
   3-3 For a Private Joint Stock Company , The minimum 35% of the asset must be deposited in cash in a bank and  the receipt shall be submitted  
         and the other 65% is on stakeholders' commitment, and for a Limited Liability Company , the whole asset must be given to Director General and
         he / she must acknowledge the receipt , submission of the bank certification is not compulsory in order to prove the evidence of the work.          
    3-4 Choosing the main or alternate inspector (s) in private joint stock company is compulsory and is optional in Limited Liability Company.
    3-5 The maximum management   during time   in a Private Joint Stock Company is two years and can be extended ; and for Limited Liability
          Company, it is unlimited, and they are able to assign an end time for managers based on statute.
    3-6 Selecting a mass circulation magazine to  publish invitation notices in  a Private Joint Stock Company is compulsory and optional  in Limited
           Liability Company.
    3-7  quorum conditions  in general assembly meetings  of  Private Joint Stock Company is easier, and is more difficult  in  Limited Liability
         Company  due to  this type of entity.
    3-8 General assembly meetings in Private Joint Stock Company are managed by a " head board "  including a head , two observers and a
           secretary  whom are selected  among  stakeholders. The General assembly meetings in Limited Liability Company  are managed by "
           observers board "  in case the number of partners are more than 12.
    3-9 increasing the asset is arbitrary in Private Joint Stock and Limited Liability companies. 
    3-10 The asset won't be  divided  into stocks or  stock  parts  in Limited Liability Company,  and partners are only responsible to extent to their 
            investment  against company debts  and commitments.

    3-11- Managers in Private Joint Stock Company  must be shareholder or to provide a  number of  mortgage stocks,  required in statute and deliver
             to fund. In Limited Liability Company , Managers ,  selected among partners  or from outside , will perform their duties by salary  or free  .

    3-12 The profit   in Private Joint Stock Company  is shared based on  stocks number ratio among shareholders  and " asset ratio" among  partners
              in Limited Liability Company . Profit  in Limited Liability Company  may be shared  in another way which is defined  in statute.

    3-13 Vote right in private Joint Stock Company is based on "the stocks number  "and  "the asset ratio" in Limited Liability Company.

    3-14 Noncash  shares  in Limited Liability Company are evaluated   by partners  and  they  are responsible for them. Noncash asset in Private
            Joint Stock Company  is evaluated   by "Justice Official Experts":