APPENDIX III
THE LAW ON THE ADMINISTRATION OF
FREE TRADE - INDUSTRIAL ZONES
SECTION ONE: PURPOSE
Article 1
In order to accelerate the implementation of infrastructural and development
projects, to enhance economic growth and progress, to raise the level of
investment and public income, to create sound and productive employment,
to regulate the labour and products market, to actively participate in
regional and international markets, to produce and to export industrial
and processed goods and to provide public services, the government is hereby
authorized to administer as free trade and industrial zones, the following
areas in accordance with established law and the present law:
(a) Kish Island Free Zone, as delineated in the map attached hereto.
(b) Qeshm Free Zone, a contiguous area not exceeding three hundred
square Kilometres situated at northeastern part of the Island whose boundaries
shall be determined by the Council of Ministers.
(c) Chabahar Free Zone (according to the map attached hereto)
Note 1 : Free Zones shall benefit from the facilities and privileges
provided by this law.
Note 2 : The establishment of new Zones and the delineation of their
boundaries shall be subject to the proposal by the government and ratification
by the Islamic Consultative Assembly.
Article 2
The revenues of the Administrative Authorities of Free Zones should
be spent solely within the framework of the annual budgets as approved
by the Council of Ministers. Assistance to be granted by the Administrative
Authorities for the reconstruction and development of other areas (with
the priority to be granted to adjacent areas) shall be provided solely
upon approval by the Council of Ministers; any other assistance shall be
considered unlawful use of public property.
SECTION TWO : DEFINITIONS
Article 3
In this law, the following terms are used in lieu of the following
phrases:
Country: The nation of the Islamic Republic of Iran .
Zone: Free Trade - Industrial Zone.
Authority: Authority responsible for the administration of each Free
Trade-Industrial Zone.
Majlis: The Islamic Consultative Assembly
SECTION THREE: FUNCTIONS
Article 4
The Council of Ministers is responsible for:
(a) approval of regulations and coordination of all Activities of each
Zone
(b) approval of the charter of the authority and companies affiliated
thereto .
(c) approval of the annual development, cultural programmes and budgets,
and projected financial operations of the Zone Authorities.
(d) upon confirmation by the supreme commander of the Armed Forces,
approval of the security and law enforcement regulations of the Zones.
(e) overall supervision of the activities in the Zones.
Article 5
Each Zone shall be administered by an Authority organized as a company,
with autonomous legal status, whose capital shall belong to the government.
Such companies and their affiliates and subsidiaries shall be exempt from
the laws an regulations governing state - owned companies and from other
general regulations decreed by the government; they shall be administered
solely on the basis of the present law and its respective by-laws, with
respect to cases not provided in this law and charter, these companies
shall be subject to the Commercial Code.
Article 6
The Authority shall be administered by a Board of Directors, consisting
of three or five persons. Members of the board of directors shall be appointed
by the council of ministers. The managing director who shall be the ex
officio chairman of the Board, shall be appointed by Presidential decree
from amongst the Members of the Board of Directors and shall be the highest
executive authority in the affairs of economy and infrastructure in the
Zone. The Managing Director and the Members of the Board of Directors shall
be appointed for a tenure of three years and their reappointment is permissible.
Dismissal from the office of the Managing Director and the Board Members
rests with the same appointing authorities. The responsibility for and
the power of general meetings of each Zone Authority is vested with the
Council of Ministers.
Article 7
Upon approval by the Council of Ministers, the Authority of each Zone
is empowered to set up, as deemed necessary, companies which shall be established
in accordance with the provisions of Commercial Code.
SECTION FOUR: GENERAL REGULATIONS
Article 8
The Authority and its affiliated companies are permitted to conclude
the necessary contracts with natural or legal persons, whether foreign
or domestic, and to participate with domestic or foreign investors for
the implementation of development and productive projects, with the observance
of the stipulations of the Constitution . Disputes and claims arising out
of the concluded contracts, shall be examined and settled in accordance
with the mutual agreements and the contractual commitments of both parties
concerned.
Article 9
Ministries, organizations, institutions and companies owned by or affiliated
to the government, may enter into contracts with the Authority or its affiliate
companies for the purpose of providing facilities or services in each Zone,
within the stipulations of the Council of Ministers decrees. The terms
and conditions of such contracts should be drawn up in a manner that could
safeguard the competitive position of the respective authority as against
the Free Zones of other countries.
Article 10
Upon approval by the Council of Ministers, the Authority of each Zone
is empowered to collect charges from natural or legal persons residing
in the Zone in return for provision of municipal services and communications,
health, cultural, educational and welfare facilities.
Article 11
Issuance of permits for any kind of permitted economic activity, construction
of buildings and installations and embarking on various occupations which
do not fall under a direct responsible head person, by natural or legal
person, within the boundaries of the Zone, rests solely with the Authority.
Article 12
Regulations governing the employment of manpower, social insurance
and security and the issuance of entry visa to foreign national, shall
be based on rules which are to be approved by the Council of Ministers.
Article 13
Natural and legal persons engaged in any kind of economic activity
in a Zone are exempt from payment of invoice and property tax as from the
date of the commencement of the operation mentioned in the permit with
respect to any type of economic activity in Free Zone, and after the lapse
of fifteen years shall be subject to the tax regulations to be enacted
by the Majlis, upon proposal by the Council of Ministers.
Article 14
Exchange of goods between the Zones and outside the country is excluded
from the provisions of the Export - Import Regulations after being registered
at the customs office. Regulations governing the export and import of goods
and customs formalities with each Zone shall be approved by the Council
of Ministers . Exchange of goods between the Zones and the rest of the
country, whether of commercial nature or by travelers is governed by the
general Export - Import Regulations of the country.
Article 15
Importation of goods produced in a Free Zone to other parts of the
country is exempt from payment of all or a part of customs duties and commercial
benefit tax up to the added value thereof in the Zone, upon approval by
the Council of Ministers.
Article 16
Importation of goods produced in a Zone all or parts of whose raw materials
are wholly or partly supplied domestically is exempt from all or a part
(proportionally) of the customs duties and commercial benefit tax relating
to the respective domestic raw materials.
Article 17
Goods transported from the rest of the country for use and consumption
in a Zone shall be constituted as domestic movement of goods, but their
exportation from a Zone to the outside world shall be governed by general
Export - Import Regulations.
Article 18
Rules and Regulations on monetary and banking operations and transactions
conducted in the Zones shall be drawn up by Central Bank of Islamic Republic
of Iran within three months after the ratification of this law, with the
aim of safeguarding the competitiveness of a Zone vis-a-vis free Zones
of other countries, and shall be approved by the Council of Ministers.
Note 1: The Free Zone's Foreign exchange system and equivalency of
Iranian Rial against the foreign exchanges will be determined with regards
to the article 6 of the " Law Concerning Execution of Governmental Punishment
" Pertaining to the " Goods and Foreign Exchange Smuggling Law".
Note 2 : Establishment of the Iranian bank with minimum of 51% government
shares, setting up of any foreign bank branch, establishment of non-banking
credit institutions whether Iranian or Foreigner or setting up of their
branches in the Free Zones, shall be effected upon suggestion of the Zone
Authority and Central Bank for approval by the Board of Ministers.
Note 3: The branches of foreign banks located in the Free Zones, and
those group of the Iranian banks authorized by the Central Bank of Islamic
Republic of Iran to have activities in the Free Zones can perform offshore
banking activities in accordance with the Islamic banking principles and
criteria decreed by the Board of Ministers.
Article 19
Upon approval by the Council of Ministers, the Authority is empowered,
within the framework of its approved plan and budget, to obtain and guarantee
credits from domestic and foreign sources for the purpose of implementing
of infrastructural and productive projects. Repayment of these credits
shall take place only through drawing on revenues of the Zone concerned.
Article 20
Inflow and outflow of capital and expatriation of profits generated
by economic activities in each Zone are permitted. The required regulation
for attraction and protection of investment in each Zone and the modality
and participation of foreigners in activities in each Zone shall be approved
by the Council of Ministers.
Article 21
Upon approval by the Council of Ministers, the Authority of each Zone
is empowered to guarantee foreign investments against losses from expropriation
and nationalization, up to the ceiling of the commitments contained in
the respective contracts, by utilizing its own assets or through contracts
concluded with the bank, credit institutions and insurance companies.
Article 22
In compliance with Article 81 of the constitution and rules approved
by the Council of Ministers, the registration of companies and industrial
and intellectual property, as well as the registration of ships, vessels
and aircrafts in each Zone, can be effected.
Article 23
The Authority is entitled to open representative offices wherever deemed
necessary.
Article 24
Utilization of land and national resources belonging to the government
within each Zone and the sale or lease thereof to Iranian nationals shall
be determined by regulations as approved by the Council of Ministers and
within the development plans of each Zone. The Authority of each Zone shall
be responsible for the enforcement of relevant regulations .
Note 1: Renting of land to foreign nationals is permitted but its sale
thereto is strictly forbidden.
Note 2 : Iranians residing in the islands subject of Free Zones shall
enjoy the same rights
of ownership of the land and improvements thereto as the rest of the
country. The registry of Deeds and properties Organization is obliged to
issue title deeds to individuals in accordance with laws and regulations.
Article 25
The president and directors of each Zone Authority, managing directors
and board members of affiliated companies, all the ministers and the heads
of government organizations, heads of the judiciary power, the Supreme
Court and Administrative Justice Tribunal, the public prosecutor, the chief
of state inspectorate, their respective deputies and advisors, Members
of the Majles, governor - generals, mayors and their deputies and their
respective first degree relatives are not authorized to hold shares in
companies established by a Zone Authority as well as in private companies
operating in the Zones.
Article 26
The by-laws for implementation of this Law shall be approved by the
Council of Ministers.
Article 27
In order to coordinate the activities of the Free Zones, and as the
case may be, and with the approval of the competent minister, one of the
following two procedures may be adopted:
a) The executive organization (affiliated to the executive branch)
may transfer their authority to the Chairman and Managing Director of the
Free Zone Organization.
b) Officers of the executive organization functioning in various capacities
in the Zones shall be appointed by the proposal of the Chairman and Managing
Director and the approval of the competent authority in the executive organization.
Regulations On Investment
In these Regulations, the following words are used in the place of the
corresponding full terms:
Mainland: the Islamic Republic of Iran, excluding
the Free Trade and Industrial Zones
Authority: the Authority of each Free Trade and
Industrial Zone of the Islamic Republic of Iran
Zone: each Free Trade and Industrial Zone of the
Islamic Republic of Iran.
Investment: the utilization of capital in different
forms in any economic activity for the
purpose of manufacturing goods and providing services.
Foreign Capital: All the types of capital mentioned
in Article 3 of these Regulations (save Rial amounts) imported into the
Zones by foreign investors.
Foreign Currency Capital: the capital mentioned
in Article 3 of these Regulations (save Rial amounts) that is imported
into the Zones from outside the Mainland by Iranian nationals
Net profits: the excess of realized income earned
by an entity over expenses incurred in a financial period resulting from
profit-making activities, identified and measured in accordance with generally
accepted accounting principles
Article 2
All natural and legal persons and institutions, both Iranian and foreign,
as well as international organizations, may either separately or jointly
with the Authority and affiliates thereof or jointly with each other invest
in the Free Zones in accordance with these Regulations; their accepted
capital shall be subject to these Regulations.
Article 3
For the purposes of these Regulations, capital shall comprise:
(a) Rial amounts and foreign currency amounts convertible in the Zones
(each Zone);
(b) machinery, equipment, parts and tools;
(c) industrial property rights including patents, technical know-how,
trademarks and names;
(d) land, air and sea - going vehicles relating to the Investment;
(e) all or part of transferable net profits generated in the Free Zones
and added to the initial capital or utilized in another authorized activity
governed by these Regulations.
Note: In special cases, raw materials and semi-finished parts may,
at the discretion of
the Authority, be accepted as a part of foreign capital.
Article 4
Capital shall be accepted and made subject to these Regulations under
the following conditions:
(a) it is utilized in activities authorized by a Zone;
(b) it has completed the entire procedure for the grant of the investment
permit mentioned in Articles 6 and 7;
(c) it does not involve the grant by the Authority to the investor
of a concession or monopoly rights.
Article 5
Foreign investors may participate in the economic activities of the
Zone up to any ratio (of the amount of investment).
Article 6
The investors mentioned in Article 2 of these Regulations that wish
to import their capital in any of the Zone must submit to the Zone Authority
their application together with a questionnaire (prepared by the Secretariat
and the Zone Authorities and placed at said investors disposal). Applications
received in a Zone shall be examined by the Zone Authority and an investment
permit issued by the Authority of that Zone.
Note 1: Alterations to the contents of the questionnaire and the investment
permit may
only be made with the knowledge and, where necessary, approval of the
Zone Authority.
Article 7
Within the period specified in the investment permit, the holder of
an investment permit must import into the Zone a set percentage of the
capital in order to commence implementation of the activities mentioned
in the investment permit.
Article 8
The importation and registration of capital in Free Zones shall be
undertaken in the following manner:
(1) The capital mentioned in Article 3 (a) of these Regulations shall
be deposited in the bank (or authorized credit institution) account of
the entity in which the investment is to be made and"after computation
of the Rial or foreign currency countervalue, as the case may be, at date
of the deposit and in accordance with the certificate of the bank (or the
authorized credit institution), registered as the capital of the investor
in the register of the Zone Authority.
(2) The capital mentioned in Article 3 (b) and (d) of these Regulations
and as specified in the investment permit and evaluated as per their CIF
value evidenced by documents and relevant invoices shall, after review
by the Zone Authority, be converted in total at date of customs clearance
into a convertible foreign currency; the foreign exchange value thereof
and, concurrently, its Rials equivalent (at the current rate of exchange
posted in the Zone) shall be registered as of that date as the capital
of the investor in the register of the Zone Authority.
(3) The capital mentioned in Article 3 (c) of these Regulations shall,
after its evaluation has been confirmed by the Zone Authority, be registered
as capital in the register of the Authority.
Allocation of the value of the technical know-how to the capital account
shall be concurrent with the transfer of said technical know-how.
(4) the capital mentioned in Article 3 (e) of these Regulations shall,
after confirmation by an auditing firm acceptable to the Zone Authority,
be registered as capital in the register of the Zone Authority in the following
manner:
(a) after obtaining the approval of the Authority, with the aim of
increasing the capital to expand investment in the same entity;
(b) after obtaining the approval of the Authority, with the aim to
expand investment in activities other than activities for which permission
has been granted.
(c) after following the procedure set forth in Article 6 of these Regulations,
if the aim is to invest in activities other than the activity for which
the investment permit was issued.
(5) Whenever all or part of imported capital in kind is deemed in the
judgement of the Authority as defective, damaged or useless, or do not conform
with the specifications declared in the application, or whose declared
value exceeds its real value, such portions of its price are not confirmed
by the Authority shall be carried into the capital account.
(6) In cases where capital goods mentioned in Article 3 (b) and (d)
of these Regulations belonging to foreign investors were previously used
on the Mainland and transferred to the Zones with the authorization of
relevant Mainland authorities, the transfer of such goods shall be deemed
as a transfer of domestic capital and shall be subject to the provisions
of these Regulations.
Article 9
Investors may insure the capital they import into the Zones. If, pursuant
to the occurrence of a contingency, an insurance company becomes the subrogate
of the investor in accordance with the insurance policy, such subrogation
by virtue of payment of
compensation to the insures shall be recognized; however, it shall
not be deemed as an assignment of capital.
Article 10
The legal rights of foreign investors are guaranteed and protected.
Equitable compensation for damages shall be paid by the Authority in cases
where the capital of foreign investors is nationalized by law in the public
interest and/or said investors property is taken. In such cases, investors
must within a period of six months from date of the expropriation file
with the Authority a request for compensation for damages incurred. The
Authority shall evaluate at current prices the amount of damages incurred
and within a period of three months pay compensation thereof. The Zone
Authority may undertake the aforementioned guarantees through contractual
arrangements with the Central Bank and other banks, credit institutions
and insurance companies.
Note: In case the investors subject to this article are inclined that
the guarantee mentioned in the Law on Attraction and Protection of Foreign
Investments (approved in 1334), to be fulfilled, their proposal of investment
has to be submitted to the body subject to the Article (2) of above - mentioned
law. Issuance of guarantee shall be allowed in compliance with the procedures
and formalities defined in that Law.
Article 11
Each year all entities set up in a Zone pursuant to investment permits
must communicate to the Authority a report on their operations and their
financial accounts; the financial accounts must be confirmed by an auditing
firm acceptable to the Authority.
Article 12
Repatriation from the Zones of net profits, the initial capital and
gains resulting from economic activities undertaken with Foreign Capital
and Foreign Currency Capital as well as the proceeds of the sale or transfer
of these types of capital is permitted. Upon the request of such investors,
and after verification that the amounts for which repatriation from a Zone
is requested result from utilization of the investors registered capital
in the activity specified in the investment permit, and after ensuring
that the circumstances set forth in the following Note have been taken
into account, the Zone Authority shall issue the necessary authorizations
within one week from date of receipt of said request.
Note: In its review, the Zone Authority must take into account whether
the investor may benefit from the tax exemptions mentioned in Article I3
of the Law on the Administration of the Free Zones and whether the amounts
for which repatriation is requested are net amounts.
Article 13
Payments of installments of the principal of loans and related expenses,
as well as payments pursuant to patent, technical know-how, technical assistance
and engineering, trademark, management and similar contracts are authorized
if the Authority is informed and if they are made within the framework
of investment projects based on relevant contracts and financial statements.
Article 14
Investors may transfer their shares of stock to other investors with
the authorization of the Zone Authority. In such case, the transferee shall
be deemed in every respect the successor of the original investor.
Article 15
The transfer of capital from one Zone to another Zone shall be subject
to the investment regulations of the Zones from which the capital departs
and in which it enters.
Article 16
Disputes between foreign investors and Iranian parties shall be settled
in accordance with contracts and written agreements.
Regulations on Monetary and Banking Operations in Free Trade-Industrial Zones of the Islamic Republic of Iran .
CHAPTER ONE: DEFINITIONS
Article 1
In these Regulations, the following terms are used in lieu of the relevant
phrases:
Regulations: Regulations on Monetary and Banking
Operations in the Free Trade- Industrial Zones of the Islamic Republic
of Iran.
Authority: The organization of each of the Free
Trade-Industrial Zones of the Islamic Republic of Iran.
Zone: Each of the Free Trade-Industrial Zones
of the Islamic Republic of Iran.
Bank Markazi: Central Bank of the Islamic Republic
of Iran.
Bank: Bank and branches which are authorized to
operate in a Zone.
Branch: A bank branch in a Zone that is a unit
of an Iranian or foreign bank (the parent bank) which engages in authorized
banking activities in accordance with the parent bank's charter and within
the framework of the Zone' s laws and regulations.
Institution: A non-bank credit institution which
is established and operates in a Zone in accordance with the provisions
of these Regulations.
Offshore Banking: Conducting various banking operations
solely in foreign currencies.
High Council: The high council of the Free Trade-Industrial
Zones of the Islamic Republic of Iran .
Chapter Two: Conditions for Establishment of
Banks and Credit Institutions
Article 2
The use of the words -bank- and -institution- in a Zone is authorized
solely in compliance with the provisions of these Regulations.
Note: Banks that obtain authorization for offshore banking activities
are required to affix the term - offshore - to the name of their bank.
Article 3
The establishment of an Iranian bank and institution and the opening
of bank and institution branches, whether Iranian or foreign, is conditional
upon approval by Bank Markazi, with the proposal by the Authority and ratification
of the majority of the member of the High Council of Free Zones.
Note 1: Banks that intend to engage in offshore banking operations
are required to obtain special authorization for above-mentioned activities
from Bank Markazi, upon proposal by the Authority.
Note 2: The establishment of foreign exchange dealership is possible
upon the permission
of the Authority.
Article 4
The articles of association of the banks and institutions and any modification
thereto must be approved by the majority of the members of the High Council
of Free Zones after suggestion of the Authority and confirmation of Bank
Markazi.
Article 5
The registration of banks and institutions in a Zone is contingent
upon
issuance of the permit subject of Article (3) of these Regulations. The
registration office in a Zone is required to demand the said permit prior
to the registration of banks and institutions.
Article 6
The branches of the mainland banks which are established in a Zone
before the ratification of these Regulations, shall be managed, as before,
in accordance with the regulations and rules of their parent bank.
Article 7
A bank may be established only as a public joint stock company with
registered shares and an institution only as a public or private joint
stock company with registered shares, in accordance with the provisions
set forth in the law approved in 1347 (1968), amending part of the Commercial
Code, in the following manner:
(a) Banks whose capital belong to the Iranian banks or government organizations
for a ratio exceeding fifty one percent (51%).
(b) Institutions whose capital belong to Iranian or foreign natural
or legal persons.
Article 8
The minimum capital, whether contribution or working capital, of Zone
banks and institutions mentioned in Article (7) of these Regulations are
determined as follows:
A. Iranian banks: At least 15 billion Rials (15,000,000,000), all of
which should be deposited in cash with Bank Markazi .
B. Iranian institutions: At least 5 billion Rials (5,000,000,000),
all of which should be deposited in cash with Bank Markazi.
C. Foreign bank branches: At least 5 million (5,000,000) dollars all
of which shall be deposited with Bank Markazi.
D. Foreign institutions: At least five million (5,000,000) dollars,
all of which should be deposited with Bank Markazi .
Article 9
Establishment of branches, sub-branches and representative offices
by the banks and institutions set up in a Zone is permitted, upon proposal
by the Authority and authorization by Bank Markazi.