Iranian Emblem Islamic Republic of Iran Ministry of Industry, Mine and Trade Instructions for Issuing Certificate of Activity for Representatives, Distributors, Offices and Branches of Foreign Companies and Suppliers of Capital Goods in Iran These instructions have been compiled by the Ministry of Industry, Mine and Trade from the viewpoint of necessity for organizing the suppliers of capital goods of foreign companies in Iran and on the basis of Article 4 of the Act for Protecting Consumer Rights, the Act for Protecting Vehicle Users, Act of Guilds System and the relevant regulations. Definitions: Article 1- Definitions: Foreign Company: Owner of business name (brand) which has been registered out of the geographical and political territory of the Islamic Republic of Iran, or a company to which the power of granting representation or determining a distributor, for the sake of sales and after-sales services of the products, has been vested in by the owner of the business name (brand). Representative or Distributor: Any person who has a contract or permission from the foreign company as a representative or distributor for sales and after-sales services of the products of that company according to the contents of these instructions. Office or Branch: A legal entity which has been registered at the Department for Registering Companies and Non-Commercial Organizations relying on “the Act Permitting Registration of Branch or Representation of Foreign Companies". Certificate of Activity: A permit issued by the Iranian Center of Guilds and Traders for representatives, distributors, offices and branches of foreign companies on the basis of these instructions. Portal: Means the official website of the Iranian Center of Guilds and Traders at www.gatc.ir . Documents Required for Issuing the Certificate of Activity: Article 2: Documents Required for Issuing the Certificate of Activity: 1- Written application and filling out the relevant forms according to the format available on the portal of the center. 2- The original contract or permit of the applicant from the foreign company in English (for checking the documents) and or together with its official translation into Persian for other languages. The contract or permit of the applicant should include duration (commencement and expiration dates of the contract), name of the products, business name and Trade Mark, conditions for Termination of the contract, name of the representative or distributor, and name and nature of the foreign company. (Nature of foreign company means stipulating that which one of the instances presented in Article 1 applies). Note: The applicant, who has received his contract or permit from the company having the right for granting representation or determining the distributor, should present the letter of authorization of the foreign company to the said company. Contents of the letter of authorization should include name of the products, business name and brand name and determining the limits and scope of power of that. Instructions for Issuing Certificate of Activity company, including stipulation of vesting the right of granting representation or determining distributor in Iran for sales and after-sales services as well as introducing itself as mentioned in Paragraph 1 of Article ( 1 ) of these instructions. 3- Original letter of commitment of the foreign company for guaranteeing after-sales services and providing spare parts according to the format mentioned on the portal of the center ( at least 11 years for vehicles, 3 years for electronic and telecommunication goods and 5 years for other capital and durable consumer goods from the date of the last supply to Iran). 4- Certified copy of articles of association, notice of establishment and changes of the company registered with the relevant authorities mentioned in the official gazette (for legal entities). Certified copy of the ID card, National ID card and address of legal residence (for real entities). 5- Confirmation Letter of after-sales services network and capability of presenting services and providing spare parts. Confirmation Letter of the Vice-Minister for Industries Affairs- Office of Vehicle Industries and Driving Force for vehicles ( this confirmation Letter should be issued after receiving confirmation from the National Standard Organization, Environment Protection Organization as well as confirmation Letter of after-sales services of the models requested). Confirmation Letter by CPPO (Consumers and Producers Protection Organization) Directorate General for Supervising Services (for other capital, consumer and durable goods). 6- Presenting tax file No. of the applicant in Taxation Affairs Organization. Article 3- Applicants for receiving certificate of activity should take action for sending the documents required through mailing them to the address of the Iranian Center of Guilds and Merchants after enrolment and filling out the relevant forms through the portal of the center, so that action to be taken for issuing the certificate and sending it to the address of the applicant within maximum 11 days after considering and studying the documents according to these instructions. Article 4: The documents issued by the foreign company, in addition to bearing seal and signature of the issuing authority, should be confirmed by the Chamber of Commerce (or Ministry of Foreign Affairs or Judicial Authorities) and Representation of the Islamic Republic of Iran ( including Embassy, Consulate or Interests Section) in the country of origin. Article 5: Validity of certificate of activity for representation of the vehicle is maximum 5 years, and for other capital, consumer and durable goods is maximum 3 years and validity of the certificate of activity for the distributor is maximum 1 year (provided that the contract or permit is still valid). Instructions Issuing Certificate of Activity Article 6: The holders of certificate of activity are obliged, in addition to observing the related articles in the Act of Protecting Consumer Rights, the Act for Protecting Vehicle Users, Act of Guilds System and the Directives and Executive Instructions of these Laws, as well as the Regulations Governing Technical Criteria for Car Import, to take action for establishment of the centers for aftersales services in proportion to quantity and scope of distribution of their goods and inform the list and particulars of such centers to the public. The holders of certificate of activity in the group of vehicles and machinery, in addition to observing the criteria above, should put into operation a system for equal information technology for providing the consumers and buyers with complete information according to Article (16) of the Executive Directives for the Act for Protecting Vehicle Users. Article 7: Issuing certificate of activity for group of vehicles and machinery is only possible for legal entities. Article 8: The holders of certificate of activity are obliged to import only the goods that conform to the Iranian national standards. Regarding household appliances and electrical equipment, only importing the goods that have Grade A of Energy Consumption or more is permissible. Article 9: Responsibility for preventing unofficial import of the goods of the subject matter of the representation shall be borne on the holder of the certificate of activity and the holder of the certificate shall have continuous required supervision on import and on the market in this regard. In that case, the holder of the certificate is obliged to report the matter to the Iranian Center of Guilds and Merchants. If not, the holder of the certificate will be responsible for such crimes according to the Smuggling Act. Article 11: In case the foreign company takes action for determining a representative in Iran, the certificate of activity of the distributor will not be extended after expiration of the validity. Article 11: In case the holders of certificate of activity take action for supplying goods and rendering services directly to the consumers, they are obliged to take action for receiving business license according to Act of Guilds System. Article 12: Responsibility for using the royalty, business name and Trade Mark as well as material and intellectual property of the foreign company shall be borne on the holder of certificate of activity. Article 13: CPPO (Consumers and Producers Protection Organization) and Vice-Minister for Industries Affairs (Office of Vehicle Industries and Driving Force for Vehicles and Machinery Group) shall present a report in connection with performance and operation of the holders of certificate of activity to the Iranian Center of Guilds and Merchants once a year for the purpose of protecting the rights of the consumers. Note: In case of CPPO’s report or Vice-Minister for Industries Affairs (Office of Vehicle Industries and Driving Force) to the effect that the holders of certificate of activity do not operate and perform suitably in connection with rendering after-sales services, the Center is obliged to nullify the certificate. Instructions for Issuing Certificate of Activity Article 14: In case of termination or nullification of the contract legally by any of the parties, the holder of the certificate of activity is obliged, while informing this matter to the public, report the matter to the Iranian Center of Guilds and Merchants simultaneously for cancelling the contract. In case of having information about termination or cancellation of the contract legally or when the judicial or administrative authorities are sure that the documents of the applicant are not verified, the Center is obliged to take action for nullification of the certificate after giving a one-month grace period to the holder of the certificate and carrying out the required examination and consideration. Article 15: The representatives, offices and branches of foreign companies are obliged to observe Article 7 of the Act for Protecting Consumer Rights and its Executive Directives in connection with advertising their goods. Article 16: Following all policies and instructions of the Ministry of Industry, Mine and Trade in connection with policies of production, joint investment, utilizing production capacities, exports etc., is necessary for the applicants who want to represent foreign companies and holders of certificate of activity. If not, the representation permit will be nullified. Article 17: The holders of certificate of activity who hold contract with broker companies have a grace period of three months, from approval date of this instruction, to take action for checking and complying their conditions and documents with the contents of this instruction and receive a new certificate of activity. It is obvious that all the said issued certificates will be invalid after the specified date. Article 18: Import of goods for non-commercial consumption such as import of a model for producing and manufacturing (according to the Directive No. H 47875 T.23458, dated May 2, 2112, approved by the Council of Ministers), or taking part in an exhibition (with confirmation of International Exhibitions Company of the Islamic Republic of Iran) are beyond applicability of these instructions. Article 19: In case of any discrepancies of views or disagreements in understanding the contents of these instructions, the views of Ministry of Industry, Mine and Trade will be definite. This instruction including (19) articles and (6) notes was approved by the Minister of Industry, Mine and Trade on ------- and replaced the previous instruction under No. 61531576, dated April 18, 2115.
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