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依据 FIPPA 法的外国直接投资

面向外国投资者的依据 FIPPA 法的外国直接投资实务指南:法律框架、机会、关键数据与进入路径。

Foreign direct investment under FIPPA — Foreign Investment Promotion and Protection Act

Foreign Investment Promotion and Protection Act

简要回答

The Foreign Investment Promotion and Protection Act (FIPPA) is the legal spine of every inbound investment into Iran. It converts a commercial decision into a state-recognised position with defined protections over capital, profits and dispute resolution.

关键要点

  • Governing statute: FIPPA (2002)
  • Licensing body: OIETAI / Foreign Investment Board
  • Foreign ownership: Up to 100% in most sectors
  • Licence timeline: 45–90 days

由 Global Investment Iran 顾问审核。

关键数据

Governing statute
FIPPA (2002)
Licensing body
OIETAI / Foreign Investment Board
Foreign ownership
Up to 100% in most sectors
Licence timeline
45–90 days
Capital repatriation
Guaranteed at registered FX rate
Dispute forum
Bilateral treaty / agreed arbitration

分步流程

  1. 01 · 1–2 weeks

    Pre-application review

    Screen the sector for restrictions, confirm the holding jurisdiction has a bilateral investment treaty with Iran and fix the capital-import route.

  2. 02 · 3–6 weeks

    Feasibility study

    Technical and financial feasibility with employment, technology-transfer and export figures — the criteria the Board actually scores.

  3. 03 · 1 week

    OIETAI filing

    Application filed with the Organization for Investment, Economic and Technical Assistance of Iran with investor corporate documents and source-of-funds evidence.

  4. 04 · 45–90 days

    Foreign Investment Board decision

    Board review and issuance of the investment licence naming the foreign shareholder and registered capital.

  5. 05 · 2–4 weeks

    Capital import registration

    Inbound capital registered with the central bank so that later profit and capital transfers are covered by the licence.

费用参考

ItemIndicative cost (USD)Notes
Feasibility study4,000 – 12,000Scales with project size
FIPPA application advisory5,000 – 15,000Filing and Board follow-up
Legalisation & translation1,200 – 3,000Per corporate investor
Entity registration (parallel)4,000 – 9,000PJSC or LLC
Annual FIPPA reporting1,500 – 3,500Capital and performance filings

您需要提供的文件

  • Feasibility study covering capital, employment, technology and exports
  • Investor corporate documents, consular-legalised and translated
  • Audited financial statements of the investor for the last two years
  • Source-of-funds evidence and the capital import schedule
  • Draft joint-venture or shareholders' agreement where a local partner is involved

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概览

下方的详细分析以英文发布。

The Foreign Investment Promotion and Protection Act (FIPPA) is the legal spine of every inbound investment into Iran. It converts a commercial decision into a state-recognised position with defined protections over capital, profits and dispute resolution.

A FIPPA licence is issued by the Organization for Investment, Economic and Technical Assistance of Iran after review by the Foreign Investment Board. It is the single document that unlocks registered capital import, guaranteed profit transfer and compensation rights in the event of expropriation.

What FIPPA actually guarantees

FIPPA guarantees three things ordinary company law cannot give a foreign investor: the right to transfer principal and profit out of Iran, equal treatment with domestic investors, and compensation at fair value if the investment is nationalised.

Protection attaches to registered capital only. Capital brought in outside the registered channel sits outside the guarantee and cannot be repatriated under the Act.

How the application is assessed

The Board weighs employment created, technology transferred, export potential and the share of the domestic market the project would take. Projects that displace an existing domestic producer without adding capability face the longest review.

A complete file — feasibility study, investor corporate documents, source-of-funds evidence and a capital import schedule — is the difference between a 45-day and a nine-month decision.

Structuring the entry

Most investors hold through a Private Joint Stock Company or a limited liability company, with the FIPPA licence naming the foreign shareholder directly. Free-zone entities are used where the operation is export-oriented or import-assembly based.

The holding jurisdiction matters: routing through a country with a bilateral investment treaty and a double-tax agreement with Iran improves both arbitration access and withholding treatment.

常见问题

Can a foreign investor own 100% of an Iranian company?

Yes. FIPPA permits up to 100% foreign ownership in most sectors. Restrictions apply mainly to upstream oil and gas ownership, defence, and some media and banking activities.

How long does a FIPPA licence take?

A complete application is typically decided in 45 to 90 days. Incomplete feasibility or source-of-funds documentation is the most common cause of delay.

Is profit repatriation actually guaranteed?

FIPPA guarantees transfer of registered capital and profit. The practical constraint is FX availability and the settlement channel, so the capital import account should be structured before the first transfer.

Does FIPPA protect against sanctions risk?

No. FIPPA is domestic Iranian law and does not address third-country sanctions, which must be managed through counterparty screening and payment-channel design.

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