EXECUTIVE BYLAWS PERTAINING TO REGISTRATION OF BRANCH OR REPRESENTATIVE OFFICES OF FOREIGN COMPANIES IN IRAN

 (RATIFIED IN 1999 BY THE CABINET OF MINISTERS)

ARTICLE ONE-      Foreign companies, legally established in their own countries, may establish representative office or branch in Iran to undertake the following activities in accordance with the pertinent regulations and procedures set herein, given reciprocal action by their own governments:

                                                1-     Provision of after-sales services.

2-     Execution of contracts concluded between Iranian entities and the foreign contactor.

3-     Studying and preparing ways for foreign investment in Iran.

4-     Cooperation with Iranian technical/engineering companies for work in other countries.

5-     Enhancement of Iranian non-oil exports.

6-     Provision of technical services and transfer of technology and know-how.

7-     Other activities requiring authorization by the (Iranian) government, e.g. provision of services in such areas as transportation, insurance, inspection, marketing, etc.

ARTICLE TWO-     Branch of a foreign company is an extension of the mother company. Activities of the branch are performed under the name and due responsibility of the mother company.

 ARTICLE THREE- Foreign companies, requesting registration of a branch, must submit to the Office of Companies Registrar, the following documents along with their application:

1-   Articles of association of the mother company, its registration documents and latest changes.

2-   The latest financial reports (audited).

3-   A report presenting reasons for establishing a branch in Iran, scope of responsibilities of such branch, location of the branch, estimated manpower (Iranian and expatriate), how the branch is to be financed, etc.

 ARTICLE FOUR-   Representative of a foreign company is a legal or real person, who, based on the "representation contract", performs a part of activities of the mother company. Such representative is responsible for activities performed on behalf of the mother company.

ARTICLE FIVE-     Iranian real persons or legal entities, requesting registration of representative offices of foreign companies in Iran, must submit original as well as Farsi translation of the following documents along with their application in writing to the Office of Companies Registrar:

1-     Certified copy of the contract mentioned in article (4).

2-     Documents pertaining to identification of the applicant, namely personal ID card, place of residence, etc. and for legal entities, articles of association, official gazette pertaining to establishment of the company and latest changes.

3-     Background information as to activities foreseen in the contract.

4-     Articles of association of the foreign company, registration documents and latest changes.

5-     Report on activities of the foreign company and reasons for its representation.

6-     Latest certified financial reports of the foreign company.

7-     Introduction letter issued by the relevant ministry in Iran.

 ARTICLE SIX-         branches or representative offices whose permits are revoked by the relevant authorities must embark on liquidation of the branch or representative office through the Office of Companies Registrar in due time.

 ARTICLE SEVEN-  branches of foreign companies active in Iran must present audited annual reports and financial statements of the mother company to the relevant authorities.

 ARTICLE EIGHT-  all legal and real entities, subject to these regulations, must submit to the relevant authorities…, within four months after their fiscal year end, reports on the activities of the branch and its financial statements audited by certified public accountants.

 ARTICLE NINE-     activities of the branch must be administered by one or more real person(s) residing in Iran.

 ARTICLE TEN-       foreign companies' branches established in Iran before ratification of these bylaws must present documents and information mentioned in articles (3) and (5) here-above to the relevant authorities……… in order to enjoy benefits stipulated herein and to continue their activities in Iran. …