Practice areas · Companies
Six questions that carry any transaction with an Iranian element — or bring it down.
For companies abroad whose shareholders, suppliers, receivables or assets sit in Iran. Set out in full here is what the home page gives in one line: what actually applies under Iranian law, which evidence is required, and where the matter fails in practice.
Procedures and competences in Iran change; the current position is checked before every step. No advice on German law and no sanctions determinations.
Corporate position
Before anything is negotiated: does the company exist, who owns it, and who may sign for it?
Where the answer is — and where it is not Iranian law
The scope of signing authority does not follow the title on the business card. It is fixed in the articles and published through the commercial register in the official gazette; what governs is the last version registered and published. A signature outside that scope is not a breach of contract but a different problem with a different remedy — and the counterparty bears the risk that the company was never bound at all.
The same separation applies to shareholding. Who counts as a shareholder follows from the registry file and the registered transfers, not from a self-description, a share certificate in a drawer or an oral assurance. In share transfers, what also decides is whether the consent requirements of the articles were observed and the change registered.
The check before signing
- Obtain the registry file and gazette publications — in full, not only the last page put in front of you.
- Match the signing authority against the name of the person signing; note joint representation and value limits.
- Check the shareholding chain: registered transfers, consents, attachments or restrictions on disposal over the shares.
- Identify the persons involved and screen them against the sanctions lists; result in writing.
Shareholder disputes
It rarely begins with a claim. It usually begins when somebody stops giving information.
The typical situation Iranian law
One shareholder lives abroad while the company is run in Iran by another. No accounts arrive, no notices of meetings, no distributions; later it emerges that resolutions were passed, capital altered or assets transferred. The first step is therefore never the claim, but establishing what actually happened — from the registry file, the gazette and, where possible, the tax records.
What can be pursued Iranian law
Challenges to shareholder resolutions; claims for information and accounting; claims against officers for breach of duty in management; disputes over the existence and validity of a share transfer; dissolution and liquidation where cooperation has finally broken down; and interim protection so that no further value leaves during the proceedings.
Contracts
Three questions that come before the content: who binds, which form, which law.
Before the content Iranian law
First, authority: does the signature bind the Iranian company at all? Second, form: certain transactions — above all over registered land — take full effect only on notarial execution and registration; a privately written contract over such land is valid, but not the same thing. Third, choice of law: it is not enforceable in every case and to every extent, and by itself it says nothing yet about enforceability in Iran.
What is reviewed and drafted Iranian law
Validity and construction under Iranian law; contractual penalties and their enforceability; conditions, rescission and termination rights; warranties; security and a realistic assessment of what it is worth in Iran; the dispute resolution clause and — the point most often overlooked — whether the chosen route ends in a result that is enforceable in Iran.
Receivables
For Iranian and foreign creditors alike — and in both directions with the same preliminary question.
The preliminary question Iranian law
Before costs arise: does the debtor have recoverable property, is it in his name, and is it unencumbered? Registry searches for real property, accounts, company shares and vehicles answer that before any action is filed. Only then comes the choice of route: the cheque claim with its accelerated procedure, the ordinary contractual action, or — for registered instruments — enforcement through the notariat.
Arbitration
The arbitration clause is the part of the contract least often read and most often decisive.
Three points to settle in advance Iranian law
First, the validity of the arbitration agreement under Iranian law — form, certainty, arbitrability of the subject matter. Second: where public property or a State or State-linked entity is involved on the Iranian side, additional approval requirements may apply; if they are missing, the whole clause is later in question. Third, enforcement: an award is worth something only once it is clear where and against what it can be enforced.
Expropriated and seized assets
The area where an honest assessment is worth more than any promise.
What can be clarified Iranian law
First, the legal classification: is it a seizure in criminal proceedings, a protective measure, a nationalisation, or a confiscation by a special forum? On that depends which remedies exist at all, which time limits run, and before which body they must be raised. Second, the factual position: what is entered in the register, who disposes today, and is the matter concluded or still open?
Enquiries concerning a corporate matter
Outline the matter briefly by email and state what is to be achieved. You will receive an indication of which part falls to be settled under Iranian law and which part needs a professional admitted in the country concerned. Please do not send confidential documents in a first message.