Prepare a short brief
Sector, location, structure being considered and the decision date help us scope the work accurately.
Deal Support
JV & Partnership Structuring
Design and document joint ventures with Iranian partners — from term sheet to shareholders' agreement and governance build-out.
Iran's FIPPA framework, sector caps, and free-zone regimes mean there is no single "best" JV structure. The right vehicle depends on your sector, capital contribution, exit horizon, and tolerance for local control. We help you choose the structure, negotiate the commercial terms, and document the governance that will actually be enforceable in Tehran.
What’s Included
Structure Selection
Compare LLC, PJSC, contractual JV, and free-zone vehicles for your specific deal.
- Tax-efficiency analysis
- FIPPA eligibility
- Sector-cap review
- Repatriation modelling
- Exit-route mapping
Term Sheet Negotiation
Translate commercial intent into a Term Sheet that holds up under Iranian law.
- Capital contributions
- Profit allocation
- Board composition
- Reserved matters
- Exit mechanics
Shareholders' Agreement
Bilingual SHA covering deadlock, drag/tag, anti-dilution, and dispute resolution.
- Deadlock mechanics
- Drag-along & tag-along
- Pre-emption rights
- Anti-dilution
- ICC arbitration clause
Governance Build-Out
Set up the board, committees, and authority matrix that protect your investment.
- Board charter
- Authority matrix
- Audit & risk committee
- Conflict policy
- Reporting calendar
Partner Search
Identify and vet Iranian partners aligned with your sector and capital plan.
- Long-list curation
- Discreet outreach
- Capability assessment
- Cultural fit screen
- Reference checks
Closing & Filing
Execute, notarise, and file the JV with the Companies Registration Office.
- Bilingual execution
- Notary coordination
- Registry filing
- OIETAI registration
- Bank-account opening
How We Engage
Each step ends with something you can review before the next one begins. Timing depends on document availability and third-party responses.
- 01
Strategic Brief
Capture your objectives, red lines, and target partner profile.
Review point: agree the output before moving on.
- 02
Structure & Tax Design
Choose the vehicle and the funding flow.
Review point: agree the output before moving on.
- 03
Partner Selection
Run a discreet shortlisting and vetting exercise.
Review point: agree the output before moving on.
- 04
Negotiation
Lead or support the term-sheet and SHA negotiation in person and in Persian.
Review point: agree the output before moving on.
- 05
Closing
Execute, register, and stand the JV up operationally.
Review point: agree the output before moving on.
| Area | Your side | Our side |
|---|---|---|
| Objectives | Define the decision you need to make and your constraints | Translate the objective into a written scope and question list |
| Documents | Supply records, authorisations and access to counterparties | Request, organise and flag missing or inconsistent evidence |
| Third parties | Appoint licensed lawyers, auditors or banks where required | Coordinate inputs and keep a shared issues log |
| Decisions | Approve each output and take the final commercial decision | Explain findings, limitations and remaining open questions |
Name decision-makers
Tell us who approves outputs and who can authorise access to records, sites or counterparties.
Check sanctions and licences
Confirm your own compliance position early; we cannot provide sanctions clearance or legal opinions.
Structure Your Iranian JV
Get a JV that is commercially balanced, legally enforceable, and ready to operate from day one.
JV structuring in detail
Agree control and exit mechanics before forming the venture
Compare the parties’ cash, equipment, intellectual property and operational contributions before fixing equity percentages. The agreement should explain who approves budgets, borrows, hires management and signs related-party contracts. Test what happens if funding is delayed, a partner is designated, the business needs more capital or the parties disagree. Arbitration language, asset-transfer restrictions and exit mechanisms need legal review in each relevant jurisdiction; an offshore holding company does not remove Iranian or foreign compliance duties.
What you receive
Deliverable
Format
Vehicle-comparison memo (LLC/PJSC/contractual/FZ)
Format: PDF · EN
Partner long-list with KYC & sanctions screening
Format: PDF + matrix
Term sheet (bilingual)
Format: EN/FA
Shareholders' agreement with ICC arbitration
Format: EN/FA execution copies
Reserved-matters list & authority matrix
Format: Annex
FIPPA registration filing
Format: Investment licence
Evidence to prepare
- Contribution schedule, valuation basis and funding milestones
- Reserved matters, signing authority and related-party safeguards
- Deadlock, default, transfer and exit provisions reviewed by counsel
Engagement timeline
Phase 1
Structure selection
2 weeks
Phase 2
Partner search & vetting
4 weeks
Phase 3
Term-sheet negotiation
3 weeks
Phase 4
Definitive docs & filing
4 weeks
Total — 13 weeks typical
Planning estimates only. Confirm the schedule in the proposal; authority decisions, document availability and bank acceptance may change it.