Best Investment & Business Structuring Lawyers in Tehran

1. About Investment & Business Structuring Law in Tehran, Iran

Tehran, as the capital and largest commercial hub, hosts most investment and business structuring activities in Iran. The legal framework covers how investments are formed, protected, and governed, including the creation of corporate entities, licensing, and reporting obligations. It also governs cross-border investment, joint ventures with local partners, and corporate reorganizations such as mergers and share restructurings.

Among the core concepts are how to form different types of entities, how ownership is allocated between local and foreign interests, and how profits are repatriated under regulatory requirements. Companies operating in Tehran must comply with Iran's Civil Code, Commercial Code, and sector specific regulations. Practical steps include choosing a corporate form, registering with the appropriate registry, and obtaining necessary licenses from competent authorities in Tehran.

For foreign and domestic investors, the law also addresses licensing incentives, risk allocation, dispute resolution, and compliance with sanctions and financial controls. Because regulations change and local practices vary by sector, engaging a Tehran based legal counsel with experience in investment structuring is essential. This guide provides a practical overview and points to official resources for step by step guidance.

Note: The Iranian investment environment is subject to periodic updates to laws and regulations. Always verify the current text of any statute and seek local counsel to confirm the latest requirements.

Source: U.S. Department of State - Iran Country Guide (for context on regulatory environment and investment considerations): https://www.state.gov/country-guides/iran/

2. Why You May Need a Lawyer

• Setting up a Tehran based company or branch - A foreign investor opening a wholly owned subsidiary or a Tehran registered branch needs counsel to determine the optimal corporate form, capitalization, and shareholding structure while aligning with local registration requirements.
• Entering a joint venture with a Tehran partner - Structuring the JV, drafting a robust shareholder agreement, and negotiating governance rights help prevent disputes and clarify exit options in a volatile market.
• Restructuring or expanding an existing business - When you plan a merger, acquisition, or capital increase, a lawyer ensures compliance with the Iranian Companies Act, contract law, and regulatory approvals.
• Navigating currency controls and repatriation of profits - Legal counsel helps secure required permits from banks and regulators and ensures profits can be repatriated under applicable rules.
• Compliance with sanctions and regulatory obligations - An attorney assesses sanctions exposure, licensing needs, and ongoing compliance programs to avoid penalties and business disruption.
• Real estate and commercial leases for Tehran operations - Tenancy arrangements, registration of lease agreements, and related due diligence require legal oversight to protect the investment structure.

3. Local Laws Overview

The following laws are frequently cited in Tehran for investment and business structuring. These instruments provide the baseline framework but are subject to amendments and sector specific regulations.

Foreign Investment Promotion and Protection Act (FIPPA) - Aims to attract foreign investment and provides guarantees and the general framework for licensing, protections, and dispute resolution for foreign investors. This act has been amended several times to address evolving regulatory needs and foreign participation in the Iranian economy.

Iranian Companies Act - Governs formation, governance, and dissolution of corporations in Iran, including joint stock and limited liability structures used by Tehran based ventures and multinational groups operating in Iran. It sets out requirements for articles of association, board composition, and shareholder rights.

Civil Code of Iran and Commercial Code of Iran - Provide the foundational rules for contracts, obligations, corporate transactions, and commercial practices that underpin investment structuring and business operations in Tehran. These codes affect how agreements are drafted and enforced within the capital region.

Recent changes and sector specific regulations are frequently published in the official gazette and by sector regulators. Always review the current texts and seek local interpretation from a Tehran based attorney before taking action.

Source: U.S. Department of State - Iran Country Guide provides context on investment laws and regulatory environment for foreign participants. https://www.state.gov/country-guides/iran/

Source: World Bank country overview for Iran, with insights into business environment and investment policy considerations. https://www.worldbank.org/en/country/iran

4. Frequently Asked Questions

What is the Foreign Investment Promotion and Protection Act (FIPPA) in Iran?

FIPPA provides a framework for attracting foreign investments and outlines protections, licensing pathways, and dispute resolution mechanisms. It also addresses repatriation of profits and some dispute settlement options under Iranian law.

How do I start a Tehran based limited liability company for foreign investment?

Begin with choosing a suitable corporate form, prepare the articles of association, and submit them to the Tehran based commercial registry. You will also need notarized documents, a local address, and tax registration information.

When can I legally repatriate profits from Iran to my home country?

Profit repatriation is allowed under applicable regulations when currency controls and licensing requirements are satisfied. A local attorney can help ensure you obtain necessary approvals and maintain compliant records.

Where is the Tehran commercial registry for company registration located?

The primary commercial registry for Tehran is the provincial registry office handling business registrations. It is advisable to engage a local lawyer to coordinate filings and ensure all documents meet registry standards.

Why should I hire a Tehran investment structuring lawyer before signing a joint venture agreement?

A lawyer can structure ownership, define governance terms, and draft protective provisions. This reduces the risk of later disputes and clarifies exit options and capital calls.

How long does the initial legal structuring process take in Tehran?

Initial structuring can take several weeks, depending on document readiness, regulatory clearances, and registry timelines. A well prepared package can shorten the process to a few weeks.

Do I need a local Iranian partner to invest in Tehran?

Not always, but many sectors prefer or require local ownership or joint venture arrangements. A Tehran lawyer can help assess sector rules and optimize the ownership structure.

What are typical costs of registering a company in Tehran?

Costs vary by entity type and required licenses, but registration fees, notary services, and professional fees are common components. A detailed quote from a Tehran attorney is essential for budgeting.

Is there a difference between a joint stock company and a limited liability company in Iran?

Yes. A joint stock company typically involves shareholders with liability limited to share capital, while a limited liability company limits liability to contributed capital and has different governance rules. The choice affects share transferability and regulatory obligations.

Can a foreign registered entity invest directly in Tehran without local ownership?

In some cases, 100 percent foreign ownership is possible in designated sectors or under specific licenses. In other sectors, local participation or partnership may be required, so consult a local attorney before structuring.

What documents are usually required to register a business in Tehran?

Typical documents include passport copies for foreign principals, proof of address, business plan, notarized powers of attorney, articles of association, and capitalization details. The registrar may require additional sector specific licenses.

What is the role of the Central Bank in investment structuring and currency controls?

The Central Bank of Iran oversees currency exchange, remittance of profits, and related financial approvals. Compliance with its rules is essential for foreign investment operations and repatriation processes.

5. Additional Resources

• U.S. Department of State - Iran Country Guide - Provides background on regulatory and sanctions considerations for investors. https://www.state.gov/country-guides/iran/
• U.S. International Trade Administration - Iran - Offers country specific information on market access, investment conditions, and export controls. https://www.trade.gov/knowledge-product/iran
• World Bank - Iran - Country overview with business environment indicators and reform context. https://www.worldbank.org/en/country/iran

6. Next Steps

1. Define your investment structure and objectives - Decide whether you need an LLC, joint stock, or another form for Tehran operations. Clarify foreign ownership, capital needs, and governance goals.
2. Engage a Tehran based investment structuring attorney - Look for a lawyer with proven experience in Iranian corporate law, foreign investment, and regulatory licensing in Tehran.
3. Prepare a document package - Gather founding documents, passports, proof of address, business plan, and any necessary due diligence reports. Ensure translation into Persian where required.
4. Conduct a preliminary consultation - Use this to align on the chosen structure, timelines, and estimated costs. Obtain a written engagement plan and fee quote.
5. Draft and review core documents - Articles of association, shareholder agreements, licensing applications, and any JV agreements should be reviewed or drafted by counsel.
6. Submit registrations and secure licenses - File with the Tehran commercial registry and complete sector specific licensing steps. Track each step and confirm receipt in writing.
7. Implement an ongoing compliance program - Set up tax registration, annual filings, and regulatory reporting. Schedule periodic reviews with your legal counsel to stay updated on changes.