A strategic legal and commercial guide to doing business in post sanctions Iran

1. A strategic legal and
commercial guide to
doing business in post
sanctions Iran
DR SIAMAK GOUDARZI,
CEO, OPEN IRAN GROUP

2. The Iranian legal system
 The independence of legal advisory system in Iran
 The quality of legal services
 Fees of legal services
 The Iranian Civil Code and Article 10
 The Iranian Commercial Code
 Criminal Law and Prosecution System

3. Legal Chalenges and Opportunities
 Public Property
 Competition (and restriction of competition)
 Public- Private Partnership (PPP)
 Joint Venture: (Contractual and Corporate)
 Copy Rights and Intellectual Property.
 Privatization;
 Dispute resolution

4. Decoding FIPPA
Types of Investments:
Direct Investment
(Equity Participation) in All Areas Open to Iranian Private Sector
Investment through Contractual Arrangements
(Non-Equity Forms):
-Buy Back Arrangements
-Civil Partnership
-BOT Schemes

5. Risks Covered under FIPPA:
All non-Commercial Risks,
i.e. Currency Transfer, Nationalization,
expropriation, Government Intervention
and Breach of Contracts by Government

6. Settlement of Disputes:
Between Investors (Free),
Between Investors and Government:
Amicable
Domestic Courts
Ad-hoc Arbitrations

7. Treaties
Bilateral Investment Treaties (BIT) with 53
Countries,
- Regional & Multilateral Treaties with Member
States
• Organization of Islamic Conference (OIC),
• Economic Cooperation Organization (ECO).
- Double Taxation Treaty (DTT) with 44 Countries

8. Additional Guarantees
• Multilateral Investment Guarantee Agency
(MIGA) since 2003
• World Association of Investment Promotion
Agencies (WAIPA) since 1998

9. Boundaries of Investment:
No Limit on Equity Percentage,
No Limit on Volume of Investments,
No Limit on Profit Transfer,
No Limit on Capital Repatriation
No Limit on Types of Capital Imported
No Import / Export Restriction

10. Tax Exemptions Under FIPPA
 1. Agricultural
 2. Salary Income Exemption
 3. Sport, Services and Education Activities Exemption
 4. Cultural Activities Exemption
 5. Cooperative Exemption
 6. Tourism Exemption
 7.Export Exemption
 8. Handicraft Exemption
 9. Production Activities Exemption
 10. Customs Exemption

11. Procedure For Foreign Investor
( Phases 1 to 4 )
 1. Identification and Selection of Investment Project
 2. Obtaining Preliminary Permit from Relevent Iranian Organization
 3. Issuance of Foreign Investment License
 4. Implementing of Project

12. Which laws and regulations are necessary for potential foreign investors?
 In addition to FIPPA and its Implementing Regulations which protect rights of
foreign investors, it is recommended that investors acquire knowledge of the
following regulations:
- Commercial Code (sections related to joint stock companies);
- Export and Import Regulations;
- Iranian Tax Code;
- Customs Law;
- Labor Law (to find out how to employ foreign services);
- Law for Registration of Patent and Trade Mark

13. Considerations
 Establish workable JV with reputable partners with partnership experience
 keep yourselves aware of the changes and developments in the Iranian market
place
 For the time being, for your legal matters rely on international law offices and their
representatives and partners in Iran
 Be aware that things are still new, so modes of contracts need developing
 Banking and finance systems need more time to catch up
 Take advantage of free taxing systems of Free Zones in Iran
 Read form reliable sources as well as taking professional advice

14. Organisation for Investment and technical assistance of Iran
www.investiniran.com

15. www.tpo.ir
 www.tpi.ir

17. Questions and Inquiries
Dr Siamak Goudarzi, PhD Law
CEO, Open Iran Group, Partner, Afarin Law Firm,
Tel: +98 21 2235 1161 +98 21 2235 1171
Mobile: +98 912 177 2116
Email: Goudarzi@open-iran.com
Wewbsite: www.open-iran.com