A short description on the structure of Iran's oil and gas industry, providing business owners active in the field with a glance on different types of oil contracts. The presentation was prepared for the event “Capitalizing on Business Opportunities in Iran”, organized jointly by the Hague Center for Law (HCLA) and Arbitration and the Netherlands Council for Trade Promotion (NCH).

1. Doing Business in
Iran’s Post-Sanction Era:
O&G Industry in Particular
By: Dr. S. N. Ebrahimi
The Hague, Netherlands
09-03-2016

2. CURRICULUM VITAE (CV)
S N
• S N (LLB 1990, Iran; LLM 1994, UK; and Ph.D. 1998, UK, is the Associate Professor of
International Law, Ex‐MoB and Legal & Contractual Director of PEDEC/NIOC, and the Chief
Negotiator of International Petroleum Contracts.
• He is an outstanding negotiator in international oil & gas contracts; Attorney at Law and
Legal Advisor on International Contractors and Claims particularly Oil and Gas; member of
Chartered Institute of Arbitrators, UK; Legal Advisor to Bureau of International and Legal
Services (B.I.L.S) dealing with Iran‐US Tribunal claims (1992‐1999), the Hague‐Tehran;
Member of “British Institution on International Law”, UK; Member of International Bar
Association, UK; Member of “International Family Law Institution”, the Hague,
Netherlands;
• He is also Associate Professor of International law in Tehran, lecturing the following
subjects:
– Oil and Gas Laws and Contracts,
– TFCL Strategic Management of Industry Contracts,
– Contract Risk Recognition and Management,
– Private International Law,
– General Jurisprudence of Law,
– International Commercial Arbitration,
– International Trade Law,
– Competition Trade law,
– Law for Professional Project Managers .
2

3. Petroleum Laws &
Contracts in Iran

4. • Amended Petroleum Act, 1390
• Duties and Powers of Ministry of Petroleum, 1391
• 6th Five Years Plan
• Ministerial Decree on Structure and General Conditions
and Model of New Petroleum Contracts
Oil & Gas Law
• E&P
• Buy‐Back (3 Generations)/IPC?
• EOR/ IOR
• EPCF/ EPC/ EPC Turnkey
• BOT
• PPP
Oil & Gas Law & Contracts
(Short, Medium & Long)
4

5. Varieties of New Contract Model
Exploration & Appraisal
Development of the Green fields
Integrated Exploration and Development operation for new areas.
Development of the Common fields with neighboring countries.
Enhancement of Oil Recovery of the Brown fields ( IOR&EOR)
Integrated Exploration, Development, Production & IOR/EOR
Exploration, Development & Production Operation in the “High Risks”
areas and Deep Waters.
One single “General Model“ is designed which is flexible and allows for further
modifications in parts to adopt all requirements of the intended items
5

6. Main Issues & Concerns
of Doing Business in Iran

7. • Joint Arrangement
• JV
• JOC/JOA
• Management Skills &
Training
• Utilization/Transfer/
Development of
Technology & Know‐
How
Main Issues &
Concerns
7
• Capital
Investment/Financing
• MUICA
• CFT & Negotiation
Based Award
• New contractual
framework and T&C
Main Issues &
Concerns

8. • FS/Bankability/ROR
• Arbitration centre for
commercial disputes settlement
• Insurances/Reinsurance/Forwar
ding
• Banking Sanction/Banking
relationship & correspondence
• Exportation /Importation &
Customs Duties
• Indirect Costs (e.g. Taxation ,
SSO, Levies & Charges)
Main Issues &
Concerns
8
• Guarantee
(BG/Sovereignty
Guarantee)
• FIPPA/No FIPPA
• Arbitration Procedures
• Capitalisation
• Template/Format of IPC,
subject to negotiation
Main Issues &
Concerns

9. • Mainland, e.g.
Tehran
• FIPPA
• Company Law
Registrar
• Free Trade Zone
Establishment of a
company in Iran
9
•Affiliate
•Subsidiary
•Branch
•Representative/
Agent
Registration of a
company in Iran

10. Joint Arrangements
for international
contracts

11. Joint
Arrangements
JV
• Incorporated
• Unincorporated
Alliances
Consortia
Partnership
ParticipationJOC/JOAJPA/JPC
PSA/PSC
BOT
JMC/JSC

12. Challenges of
Joint
Arrangements
Complex
Negotiations – 6
Months or More
More
Expensive to
Run
Ownership
, Management &
Voting System
On‐Going
Investment
May Be More
Ad Hoc and Less
Long Term
Commitment
Quantification
of Assets &
Properties
May Fall Apart if
Interests are Not
Really Aligned.