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

DR SIAMAK GOUDARZI, CEO, OPEN IRAN GROUP

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

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

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

Risks Covered under FIPPA:

All non-Commercial Risks, i.e. Currency Transfer,

Nationalization, expropriation, Government Intervention and Breach of Contracts by Government

Settlement of Disputes:

Between Investors (Free),Between Investors and Government:

AmicableDomestic CourtsAd-hoc Arbitrations

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

Additional Guarantees

• Multilateral Investment Guarantee Agency (MIGA) since 2003

• World Association of Investment Promotion Agencies (WAIPA) since 1998

Boundaries of Investment:

No Limit on Equity Percentage,No Limit on Volume of Investments,No Limit on Profit Transfer,No Limit on Capital RepatriationNo Limit on Types of Capital ImportedNo Import / Export Restriction

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

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

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

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

Organisation for Investment and technical assistance of Iran

www.investiniran.com

www.tpo.ir

www.tpi.ir

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