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General
1- The Commercial Code of Iran sets out the
legislation applicable to a number of
different types of company which, as
mentioned earlier, the joint stock company
and the limited liability company are the
most frequently used forms. In addition,
foreign companies may register branches in
Iran to enable them to do business,
although, apart from the book-keeping
requirements imposed thereon by the Ministry
(paragraphs 29 and 30 below) , these are not
subject to the provision of the Commercial
Code of Iran.
2- The Commercial Code of Iran , which was
originally published in 1932, was updated in
1969 by the issue of a revised section
dealing with joint stock companies. Both the
original and revised sections are available
in English, and, for greater detail,
reference should be made to these as well as
to a duly qualified person, who should
always be consulted when Articles of
Association or other forms of agreement are
being drawn up.
Book-keeping Requirements
3- The Commercial Code imposes somewhat
onerous book-keeping requirements, and
taxpayers in Iran must comply strictly with
the letter of the law. In summary, taxpayers
must keep official books in Farsi which are
sealed by the Ministry of Justice. At the
time of registration of an entity, it should
be ensured that these formalities are
attended to, within the prescribed time
limit, by the lawyer carrying out the
registration work. The law recognises two
principal books of account, the ledger and
the journal, but other books of original
entry may now be sealed. Other books
mentioned are the copy book for
correspondence and an assets ledger,
although these are rarely used. The journal
must be written daily in chronological order
and the ledger must be written up within a
short period thereafter. Officials of the
Ministry are empowered to make surprise
inspections of the books during the year to
check on this. There have been cases of
rejection where the books have been found to
be no more than few days out of date. A
memorandum on the detailed book-keeping
requirements of the Ministry is available in
our office.
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