Private company Company


What is the process for the registration of a private company company

After the name was confirmed, 35% asset will be frozen, registration papers arranged and paper signed. After that, the Company Registration Office will issue an announcement and the company will be printed at the official gazette and then mass-circulation newspapers.

What is a private company company

A private company company is a company where the asset will be split into stock, the liability of shareholders is limited to their stated value and the entire of company assets will be provided by the founders.

What is the difference between the registration of a private company company and public company registration

In a public company, founders provide a portion of the company asset by selling stock to the public and the minimum asset is 5,000,000 Rial, the minimum number of individuals for the board of directors is 5 and 35% of 20% of assets provided by founders must be frozen in the bank. At a private company company, founders provide the entire company asset and the minimum asset is 10,000,000 Rial.
The minimum number of members for the board of directors is 3 and 35 % of the entire company asset must be committed to the bank. In the private company company, shareholders are special individuals that stock will be split between them, however, only 20% of the asset will be provided by the founders in a public company.

What is the minimum number of members in a private company company

3 individuals

Is it mandatory to have an inspector in a private company company

Yes.

What is the minimum number of shareholders required in a private company company

3 individuals

What is the manner in which registration of the private company company being done

After name confirmed, 35% asset will be frozen, registration papers arranged and paper signed. After that, the Company Registration Office will issue an announcement and the company will be printed at the official gazette and then mass-circulation newspapers.

Is it possible for an individual to be a CEO outside of the shares in a private company company

Yes

Is it possible for an individual to be a member outside of the shareholders in a private company company

No

How many idividuals is a private company company registration composed of

5 individuals (3 individuals as shareholders and members of the board of directors and 2 as the inspectors that can either be a shareholder or not)

Is it required to have inspectors in a private company company

Yes

Is it possible for a CEO to be outside of the shareholders in a private company company

Yes

Is it possible for a CEO to be outside of the board of directors in a private company company

Yes

Is it possible for a member of a private company company to be outside of the shareholders

No

Is it possible for the chairman of a private company company to be outside of the shareholders

No

Is it possible for the director and vice president to be the same person

No

What documents are required for the dissolution of a private company company

Reasons for the Dissolution and Settlement of Securities, Invoice to be Approved by the Extraordinary General Assymbly, Uploading in the System and Posting to Company Registration Office

Is it possible for the CEO and director being the same, simultaneously

Yes. If it is approved by more than half of the stocks holding a vote right in a general assembly or founder’s general assembly in the time of establishment.

How many people can register for a private company company

Minimum of 3 individuals

Is it possible to be both shareholder and company inspector

Yes

Is it possible to be the member of board of directors and inspector

No

Is it possible to be the director or vice president and also a member of the board of directors, simultaneously

Yes

How many shareholders must sign minutes of a general assembly in the time of establishment

Minimum of 3

What is duty of an inspector in a private company company

Two remarks on the financial statement and reports given by the board of directors and to ensure that shareholder’ rights are being observed

How are the CEO duties defined

Scope of authority is defined and delegated by the board of directors

What is the chairman’s duty

To invite and manage the board of directors’ assemblies and general assemblies that the board of directors has invited

How is the right to sign being done in a private company company

In case that the board of directors is authorized in accordance with the articles of association, the manner in which the right to sign being done will be defined by the approval of members of the board of directors, otherwise extraordinary general assymblys

What is the difference between obligatory documents and common documents

Obligatory documents bear performance bond, e.g., check, promissory note, negotiable instrument, agreement, and contact, however, common documents don’t bear any performance bond e.g., official and inter-organization correspondences

Is it possible for a shareholder to have the right to sign

Yes

Is it possible for a shareholder and a member to have the right to sign at the same time

Yes

Is it possible for a shareholder to be both a natural and legal person

Yes

What are the documents required for the registration of a company

First, identity documents (all the items mentioned at the contract).

What documents are required if a shareholder is from another country

Passport with the Official Translation and Receiving Pervasive Code

What documents are required if an Iranian company, foreign company, and person register a company

Registration documents of the Iranian company, last changes accompanied by a representative presentation and reference document of the representative, registration documents of the foreign company, last changes accompanied by a representative presentation and reference document of the representative to be translated officially and approved by the embassy, identity documents of Iranian legal person and representative

Is it possible for the shareholders of an Iranian company to be 100% from another country

Yes

Is it possible for a private company company to be converted into a public company

Yes

If a company is in need of obtaining a license, how is the manner in which registration will be done

First, normative approval must be received from the related organization, after which other steps of company registration will be followed

Is there a method by which the registration for the company can be done before obtaining a license

The subject of activity that doesn’t require obtaining a license must be registered, after which the changes and attachments for the intended subject of activity will be done

How can we make changes in the articles of association

With the establishment of extraordinary general assembly

How does the board of directors’ assembly take place

With the attendance of majority of board of directors’ members board of directors

What is the duty of an general assembly in a private company company

Making decisions on all company affairs except for those in statutory general assembly and extraordinary general assembly

What is the duty of an extraordinary general assembly in a private company company

Any kind of changes in the articles of association, company asset or company dissolution before the deadline

What is the duty of the board of directors’ assymbly

Designation of managers’ post, determination of status of the right to sign; the managers will have all the authorities required for performing company affairs if they are in the subject scope of the company, except for subjects in the common assembly jurisdiction; determination and limitation of managers’ authorities is possible in accordance with their authorities in the articles of association

What is the minimum number of members at the general assymbly

The first call with the attendance of more than half of the shares possessing the right to vote and observing clause 101 of the amendment bill. The second call with the attendance of all shareholders possessing the right to vote and observing clause 101 of the amendment bill

What is the minimum number of members for the extraordinary general assymbly

The first call with the attendance of more than half of the shares possessing the right to vote and observing clause 101 of the amendment bill. The second call with the attendance of more than three-fourth of shares possessing the right to vote and observing clause 101 of the amendment bill.

What happens if the minimum number of at a assembly is not reached

Invitation will be sent for the second time.

If the minimum number of members at a general assembly is not reached for the first time, what will be the minimum number of members for the general assembly to be registered

Attendance of all shareholders possessing a right to vote and observing clause 101 of the amendment bill.

What is the minimum number of members for the extraordinary general assembly at the second call

The second call with the attendance of one-fourth of the shares possessing the right and observing clause 101 of the amendment bill.

What is the required number of extraordinary general assembly participants

First call with the attendance of more than half of the shares possessing the right to vote and observing clause 101 of the amendment bill . Second call with the attendance of more than three-fourth of shares possessing the right to vote and observing clause 101 of the amendment bill.

If an individual doesn’t attend a assymbly, what must be done about the registration of the minutes

The announcement of invitation from shareholder observing contract materials must be printed at a mass-circulation newspaper, and minutes, location and time of the assembly must be included.

What is the inviter’s position at a private company company

Board of Directors, Inspector or Shareholder of More Than One-Fifth

How many people can have inviter’s position for participate at a assymbly

Board of Directors, Inspector or Shareholder of More than One-Fifth (observing clause 95 of the Commercial Law)

Who can be the inviter for the board of directors’ assymbly

Chairman, unless to be predicted in a different manner at the articles of association

How can we increase the capital

By claims made, cash and non-cash contributions, re-assessment of fixed assets, compulsory reserve and retained earnings.

Is it possible for shareholders to request for invitation and approval of the assymbly

Yes, by observing clause 95 of amendment bill of the Commercial Law

Who must attend at the assymbly

Minimum of 3 shareholders and individuals that decisions are made to

How to discharge shareholders from the company

By transferring the stock and minutes registration at the Company Registration Office

Who has limited number of shares

Government Employees

Is it possible for the government employee to be a member of board of directors

No

Is it possible for government retirees to register a company

Yes, they can register a company if they are in possession of a retirement decree.

If a person is a government employee by contract, what requirements will he/she have for registration

He/she will be similar to other individuals and there is no specific condition

Is it possible for a CEO of a private company company to be the CEO at another company

No

Is it possible for a chairman of a private company company to be the chairman at another company

Yes

Is it possible for the CEO to be the chairman at another company?

Yes

Is it possible to be the CEO and vice president, at the same time

Yes

What is the minimum number of individuals to attend for a board of directors’ assembly to be held

More than Half of the Members of Board of Directors

Who is responsible for transferring stock at the company

It is determined based on the articles of association

Is it possible to do transferring at the board of directors’ assymbly

Unless predicted at the articles of association

Is it possible to change address at the board of directors’ assymbly

Unless predicted at the articles of association

What is the “face value

The value at the articles of association that is determined for each share and this value, also, is stated on the share certificate.

What is the manner in which stock is being split at a private company company

It cannot be split and less than 1 share.

Is there a decimal stock

It can be seen at companies that have old date of establishment but there is no such thing today

Is it possible to be both shareholder and also, a representative at another company of the shareholder

Yes

Is it possible to be a shareholder for a couple of private company companies

Yes

Is it possible to be a member at 2 companies, at the same time

Yes

How many ways there are to increase capital at a private company company

2 ways, to issue new stock and increase stock face value (unless it is a specific condition)

How many ways there are to decrease capital at a private company company

2 ways, obligatory decrease of capital and voluntary decrease of capital

Is it possible to determine right to sign at the assymbly

Yes, at the general assymbly

At a private company company, how often must a general assembly be renewed to designate members

Every 2 Solar calendar year

At a private company company, how often must an inspector be renewed

One fiscal year

Is it possible for a CEO to be renewed

Yes

Is it possible for a private limited company to be converted to a private company company

No