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
Strategic Brief
Capture your objectives, red lines, and target partner profile.
Structure & Tax Design
Choose the vehicle and the funding flow.
Partner Selection
Run a discreet shortlisting and vetting exercise.
Negotiation
Lead or support the term-sheet and SHA negotiation in person and in Persian.
Closing
Execute, register, and stand the JV up operationally.
Structure Your Iranian JV
Get a JV that is commercially balanced, legally enforceable, and ready to operate from day one.
The right vehicle, the right SHA, the right partner
JV failures in Iran trace to three causes: wrong vehicle for the sector, unenforceable shareholders' agreement, and inadequate partner vetting. We address all three before negotiation begins.
What you receive
Engagement timeline
Packages & indicative fees
Comparison memo plus term-sheet template.
- Vehicle comparison
- Tax & repatriation analysis
- Term-sheet draft
- Counsel handoff
Full mandate from structure to signing.
- Partner search
- KYC & screening
- SHA negotiation
- FIPPA filing
- First-year secretarial
JV inside banking/insurance/upstream regulatory caps.
- Regulatory licensing
- Sectoral cap structuring
- Holding overlay
- Specialist counsel
- Closing project plan
Fees are indicative ranges for typical scopes. Final proposal is fixed after a scoping call.
Mini case study
Challenge
Structure a 60/40 JV with an Iranian utility partner under FIPPA, with deadlock provisions enforceable in ICC Paris.
Outcome
PJSC incorporated with bilingual SHA, FIPPA licence on EUR 18m capex, ICC seat agreed, and reserved-matters list ratified. Project FID 5 months from kickoff.
Frequently asked questions
Pick the right vehicle before you negotiate the deal
There is no single best JV structure in Iran. LLC, PJSC, contractual JV, and free-zone vehicles each carry different tax, governance, and exit consequences. We help you pick the structure that fits your sector cap, capital plan, and exit horizon — then negotiate and document it.
Vehicle selection
We compare LLC, PJSC, contractual JV, and free-zone holding under your specific tax, repatriation, and exit assumptions before recommending a structure.
Enforceable SHA
Shareholders' agreements drafted in bilingual English/Persian, with ICC arbitration in a neutral seat — clauses that hold up in both Tehran and your home court.
Local partner vetting
Partner search is run with full KYC, sanctions screening, and capability assessment so you do not inherit a counterparty problem on day one.
Frequently asked questions
What ownership cap applies to foreign investors?+
There is no general cap under FIPPA. Sector-specific limits apply in banking, insurance, and upstream oil & gas. We confirm the applicable cap before structure selection.
Can the JV be structured outside Iran?+
Yes — many investors use a UAE, Mauritian, or Dutch holding above the Iranian operating company. The structure must be paired with FIPPA registration on the inbound investment to preserve repatriation rights.
What governance is typical?+
A board reflecting equity proportions, a reserved-matters list covering capex, debt, and related-party transactions, and an authority matrix delegating day-to-day decisions to management.
How are deadlocks resolved?+
Standard ladders include CEO escalation, mediation, then a buy-sell mechanism (Russian roulette or Texas shoot-out). The right ladder depends on the strategic interdependence of the parties.