This document provides an overview of the legal and regulatory framework for foreign investment in post-sanctions Iran. It discusses the Iranian legal system, commercial and criminal codes, and opportunities and challenges for public-private partnerships, joint ventures, intellectual property, and other forms of investment. The document also examines the Foreign Investment Promotion and Protection Act, which protects foreign investors' rights and covers non-commercial risks. Potential investors are advised to familiarize themselves with relevant Iranian laws and regulations and pursue partnerships with reputable local firms. Over time, Iran's banking, finance and contracting systems will continue developing to better facilitate foreign investment.

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