Foreign investment · Market entry
Legal counsel for international investors, foreign companies and cross-border transactions.
Ghazaal Majdzadeh Legal Practice advises foreign investors and international businesses on the Iranian-law aspects of market entry, investment structuring, commercial transactions and ongoing corporate operations. The aim is to identify legal constraints early, evaluate the available options and establish a documented basis for investment decisions.
Investing in Iran involves decisions about legal feasibility, sanctions exposure, ownership structure, regulatory approvals, capital contributions, local partners and the ability to operate and exit. These questions are interconnected: a commercially attractive opportunity may still face legal restrictions, banking limitations or execution risks that must be assessed before capital is committed.
Before you invest
A practical legal assessment starts with the investor’s position, not a standard incorporation checklist.
01
We assess the proposed investment against applicable Iranian legislation, sector-specific restrictions and licensing requirements, and identify where advice on international sanctions is needed.
02
We compare a subsidiary, branch, joint venture, acquisition or contractual market-entry arrangement in terms of ownership, control, liability and operational needs.
03
We examine the applicable investment framework, foreign-exchange requirements, documentation and the practical banking conditions that affect capital and profit transfers.
04
We review shareholder protections, governance arrangements, dispute resolution provisions, exit mechanisms and the legal remedies available.
05
We identify the approvals, counterparty checks, contractual conditions, regulatory filings and material issues to resolve before a binding commitment.
Three-stage framework
From initial feasibility to transaction execution and operational governance.
Stage 01
Feasibility, risk and market entry
Before incorporation, acquisition or capital transfer, we identify the legal questions that may determine whether a proposed entry strategy is viable.
Stage 02
Structuring, negotiation and closing
Once the structure has been evaluated, the next challenge is aligning commercial objectives with Iranian law, regulatory requirements and the interests of the contracting parties.
Stage 03
Corporate governance and legal operations
Entry is only the beginning. Corporate decisions, changes in ownership, regulatory obligations and commercial relationships require continuing attention.
Key legal issues
01
Iran’s Foreign Investment Promotion and Protection Act (2002) provides a statutory framework for qualifying foreign investments, covering admission, legal protection and the transfer of investment capital and returns. Whether those protections are available in practice depends on the investment, the approvals obtained and the applicable legal conditions.
We advise on the Iranian-law implications of the framework, the approval process and the documentation a proposed investment requires.
02
Foreign investors must evaluate the sanctions and other restrictions that apply to their own jurisdiction, ownership structure, banks, products and prospective counterparties. Sanctions can affect the legality and feasibility of an investment even where the activity is permitted under Iranian law.
We address the Iranian-law issues and coordinate with qualified external sanctions counsel where foreign-law advice is required. An Iranian investment licence is never treated as confirmation that a transaction is permissible under foreign sanctions regimes, and the practice does not advise on circumventing sanctions or other applicable restrictions.
03
Choosing between a subsidiary, branch, joint venture or contractual arrangement involves corporate registration, management control, licensing, governance and liability. Foreign participation must also be assessed against sector-specific rules and restrictions.
04
A legal right to transfer investment-related funds must be distinguished from the availability of a lawful, operational payment channel. We assess the Iranian legal and documentary requirements for capital contributions, profit distributions and exits, and identify the issues that need separate banking, foreign-exchange or sanctions advice.
05
A legal structure is only as reliable as the agreements behind it. We advise on local partner arrangements, shareholder rights, reserved matters, management powers, funding commitments, contractual remedies and agreed exit mechanisms.
06
Dispute resolution should be settled before a transaction is signed. We examine governing law, forum, arbitration provisions and enforcement routes, and the practical consequences of disputes involving Iranian assets or counterparties.
07
After establishment, a business may face obligations relating to registration, corporate governance, employment, tax, licensing, import and export controls and sector-specific regulation. We address the legal matters within the agreed scope and coordinate specialist advice where necessary.
How to engage
Option 01 · Project-based
For investors evaluating whether and how to establish a presence in Iran. A defined engagement focused on the legal feasibility and structure of a proposed investment.
Services may include
Principal deliverableIran Market Entry Legal Assessment
Option 02 · Transaction
For foreign investors negotiating acquisitions, joint ventures, strategic partnerships or significant commercial investments, from structuring and drafting to agreed closing work.
Services may include
Principal deliverableTransaction-specific work products and agreed closing documents
Option 03 · Retainer
For foreign-owned businesses and international groups with an established or developing Iranian operation. Ongoing support under an agreed retainer, with defined services, response times and reporting.
Services may include
Principal deliverableOngoing legal support and scheduled governance reporting
See also: outside general counsel retainer levels.
All engagements are scoped individually. Services, deliverables, fees and timelines are agreed in writing before work begins. Foreign-law advice, banking services, specialist audits, litigation and international arbitration are not included unless expressly agreed.
Why Iran-based counsel
Foreign investment matters require local rules to be interpreted and applied without losing sight of the investor’s commercial objectives and international obligations.
Every matter is handled directly by Dr Majdzadeh, who identifies the Iranian-law issues that affect the transaction or operational decision.
We understand the investment structure, contractual relationships and practical objectives before recommending legal steps.
We set out what will be reviewed, which documents will be produced and which matters need additional specialist support.
Findings, options and recommended actions are presented in English, in a form suited to management and investment committees.
We work with foreign sanctions, tax and regulatory specialists where the engagement needs expertise beyond Iranian law.
Engagement process
Describe the proposed activity, investor jurisdiction, sector and transaction. Before substantive advice, we confirm whether the matter can be accepted and check for conflicts of interest.
We agree the questions, documents and legal or regulatory issues to be assessed. Restrictions that could prevent the activity are addressed first.
Depending on the engagement, you receive a written assessment of requirements, risks, structural options and next steps.
Where instructed, we carry out the contractual, corporate and regulatory work within the agreed scope, coordinating with other advisers.
Businesses with continuing operations may agree a separate advisory arrangement for governance, commercial and compliance matters.
Several corporate and contractual structures may be available, including an Iranian company, a branch, a joint venture or another commercial arrangement. The right structure depends on the proposed activity, registration and licensing requirements, foreign-ownership rules and applicable sanctions restrictions.
The Foreign Investment Promotion and Protection Act (FIPPA) provides a framework for qualifying investments admitted under that law. Eligibility, approval requirements and the scope of protection must be assessed for each investment. A foreign investment licence does not remove other domestic or foreign legal restrictions.
Full foreign ownership may be possible for certain activities and structures, but it should not be assumed for every investment. Sector-specific rules, approvals and restrictions must be examined. Owning company shares is also distinct from owning land, which is subject to separate rules.
FIPPA contains provisions on transferring qualifying capital and returns, subject to legal conditions and approvals. In practice, foreign-exchange requirements, banking access and sanctions can materially affect whether and how a transfer can be made.
Exposure depends on the investor’s jurisdiction, ownership and control, the persons and banks involved, the products and services, and the transaction structure. Restrictions can apply even where an investment is permitted under Iranian law, so qualified foreign sanctions advice must be obtained before proceeding.
Depending on the business model and applicable rules, contractual routes such as distribution, agency or licensing may be possible. Each has different registration, tax, liability and regulatory implications.
International arbitration may be available depending on the parties, the contract and the subject matter. Iran acceded to the New York Convention in 2001, with reciprocity and commercial reservations. Arbitration clauses and enforcement routes should be reviewed for each transaction.
The practice’s focus is Iranian law. Where a matter requires advice under US, EU, UK or other foreign sanctions laws, that work must be done by appropriately qualified counsel, with coordination as agreed.
No. Approvals are decided by the competent authorities, and lawful transfers depend on applicable rules and available financial channels. Our role is to assess the legal requirements, identify risks and support the agreed legal process.
No, unless expressly agreed. Formal disputes, litigation and arbitration are assessed and scoped separately, subject to the practice’s ability to accept the matter.
Tell us about the proposed activity and the legal issues you would like to address.
Please do not submit privileged, commercially sensitive or confidential transaction documents through this form. An enquiry does not establish a lawyer–client relationship. Information provided is reviewed for intake, conflict-checking and possible engagement, subject to applicable professional and privacy requirements.
Information you share with the practice is treated as confidential.
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Visits are by appointment only. To arrange a meeting, call us or send the form.
Start with the legal questions that may determine your next step. Whether you are evaluating a first investment, negotiating an acquisition, establishing a presence or managing an existing operation, an early assessment helps identify restrictions before commitments are made.
Related pages: Investment and joint ventures · International trade and arbitration · Corporate legal advisory · Outside general counsel
This page provides general information on Iranian law and is not legal advice. It does not address foreign sanctions or other foreign laws. Contacting the practice does not by itself create a lawyer–client relationship.
