Non-Commercial Institutes are institutes established for non-commercial purposes such as scientific-literal or charity affairs and so on; Their institutors may or may not intend to make a profit. The above-mentioned institute shall acquire the legal entity from the date of registration and can adopt titles such as association, corporation, institute, and etc.
Classification of non-commercial institutes depending on their goals
1-Institutes that do not intend to attract interests & share them among their own members;
2-Institutes that aim to attract material benefits and share the mentioned benefits among their own members (such as technical & legal associations and etc.);
Partners for the above institutes shall not be less than two individuals. Capital is allowed to be stipulated for the institute in any amount. Such as commercial institutes, non-commercial institutes for Tehran must be registered in the Company registration office and for other cities in the central registration office. Therefore, it is necessary to take all measures to establish companies along with observance of all amended bylaws for registration of company & non-commercial institutes which have been approved in 1959. It is obligatory for registration of non-commercial institutions to submit a declaration (printed application form for company registration together with duplicate required attachments (which must be signed & dated); Its attachments comprise the original or duplicate copy of a power of attorney (application form signed by the lawyer).
Certified certificate registered by the institute together with certified Persian translation, the articles of association in duplicate & signature of all its pages by the partners, minutes of the general meeting of founders based on the selection of the board of directors and introduction of signatories (in two copies) as well as receipt of the registration fee paid and ID Card’s copies of the partners. If the institute is non-profit, it is necessary to take the authorization from the local police force in order to register it. If the institute is profit, the subject of institute activity corresponds to academic degrees and specialty of the founders, then order for registration is issued. The articles of association for non-commercial institutes can be the same as the articles of association of a limited liability company and items such as the subject of the governing body (board of directors) and the decision-making body of an institute (general assemblies) and their authorities and so on can be stipulated in the articles of association. The mentioned institute also has an ordinary and extraordinary general assembly, each of them has its own functions. The board of directors of the institute can be chosen through the ordinary general assembly among the partners or outside it. And the directors can be assigned for a limited or unlimited period and they also have full authority, unless the articles of association consider another designation. The meetings of the board of directors are formalized in the presence of the majority of the institute members and the decisions of the board of directors shall be valid by a majority of votes. If the request for registration is accepted, it will be registered in a special registration office and a paper will be submitted suggesting the applicant’s approved registration. Moreover, a summary of the official gazette or one of the widely circulated newspapers is published at the expense of the applicant.
About the dissolution & liquidation of non-commercial institutes:
Dissolution of non-commercial institutes can be voluntary or may be done by the decision of extraordinary general assembly and/or court decision.
If the dissolution happens voluntarily, its liquidation shall be performed by the director or their directors according to the regulations inserted in the articles of association. If the person in charge of the liquidation and how it is done are not defined, the extraordinary general assembly introduces a person as the director of the liquidation by defining the limits of its authorities while dissolving.
If the dissolution results in a court decision, the liquidator will be responsible for the liquidation provided by the articles of association. If the liquidator is unspecified the court will assign a person for liquidation while dissolving and the liquidation will happen in accordance with the commercial law.
Non-Commercial institute registration Hierarchy:
1-Filling out the application form for institute registration and signing by the partners,
2-Filling out the form for founders’ minutes and signing by the partners,
3-Setting out & signing all pages of the articles of association by the partners.
4-Choosing several names & presenting them to the person in charge of selecting the name for Company Registration Office (it should be noted that firstly, the chosen name must correspond to the culture of the Islamic republic and secondly, it should not be registered before, and Thirdly, it should not be the foreign name. After reviewing, the corresponding person issues the required certificate by choosing one of the proposed names.
5-Having determined the names for the referral section, one should refer to the Company Registration Office and the related auditor –after the initial investigation- will be introduced to the relevant authority (if it is needed to get a license from the competent authorities).
6- Having received and submitted the required license (in relation to the activity of the institute) the auditor for company registration guides the applicant to pay the audit registration fee provided that there is no defect in the documents and then the accountant in charge directs the applicant to pay the registration fee for Bank Melli Iran according to the capital of the institute and determination of the registration fee. After the mentioned fee is paid and the payment slip is submitted, the accountant starts to seal the application form of the applicant, and the relevant auditor issues the order to register it, and the applicant refers to the Companies Registration Section.
7-In the related section, the draft of the notice of establishment is prepared after it has signed by the head of the company registration office and typed the related notice, the applicant refers to the companies’ registration again and takes signature from the person in charge. After authentication through the person in charge, the applicant signs under the registry office (in one’s own right or in another’s right) then a copy of documents (the articles of association, minutes, and application form) sealed by the Company Registration Office should be submitted to the applicant. And the applicant should be sent to the institute secretariat, submit a dossier and bring a paper of the typed notice to the general administration for public relations & international affairs (notices-related section). After the payment fee is charged to insert it in the widely circulated newspaper, the applicant should refer to the bank then to the secretariat together with the paid receipt.
After the typed copy is signed by the head of the Company Registration Office, the notice is issued & submitted to the applicant in duplicate. One of the copies is delivered to insert in the official gazette of the Islamic republic (located in Behesht St., south side of the Park Shahr) and the other copy along with the paid receipt are submitted to the notices-related section in order to insert in the widely circulated newspaper. The registration process of the institute is finished in this stage.
What kind of documents are needed in order to register the non-commercial institutes?
- Obtaining two copies of the application form to register the institute from the Company Registration Office, filling out and signing them by the partners (according to the appendix),
- Setting out the articles of association at least in 2 volumes and signing the bottom of the all pages by all partners or members (as detailed in the proposed sample of the present appendix),
- Setting out the minutes of the general meeting of founders at least in duplicate (as follows).
- Copy of Partners ID Cards.
- Obtaining a license related to the activity subject of the institute (if necessary),
Note 1: It is necessary to participate at least two partners in the institute activity.
Note 2: Capital is allowed to be stipulated for the institute in any amount.
Note 3: it is necessary to prepare the signature of the branch manager and the copy of ID card, and also the place of residence (if the company has its branch) is needed to be mentioned.