Legal Due Diligence
Independent legal review of Iranian counterparties, target companies, and asset portfolios before you commit capital.
Before signing an MoU, joint-venture agreement, or share-purchase contract in Iran, foreign investors need a clear picture of the legal exposure attached to the counterparty and the asset. Our legal due diligence practice combines Iranian corporate lawyers with sanctions-aware international counsel to produce a single report you can take to your board and your bank.
What’s Included
Corporate Standing
Verification of Companies Registration Office filings, board minutes, shareholding history, and capital changes.
- Registry certificates
- Articles of association
- Shareholder ledger
- Board resolutions
- Capital reduction history
Contractual Exposure
Review of material agreements, supplier contracts, loan covenants, and licensing terms.
- Change-of-control clauses
- Termination triggers
- Penalty exposure
- Guarantees & sureties
- Foreign-currency obligations
Litigation & Enforcement
Searches across Iranian commercial courts, arbitration centres, and execution offices.
- Active lawsuits
- Enforcement orders
- Tax disputes
- Labour claims
- Customs proceedings
Regulatory & Licensing
Confirmation that operating licences, environmental permits, and sector approvals are valid and transferable.
- MIMT licences
- Environmental approvals
- Health & safety permits
- Sector-specific permits
- Free-zone authorisations
Real Estate & Assets
Title searches at the National Deeds Office and physical inspection of land and plant.
- Title verification
- Mortgage & lien search
- Lease validity
- Boundary disputes
- Zoning compliance
Sanctions & Compliance
Cross-checks against OFAC, EU, UK, and UN lists for ultimate beneficial owners and key counterparties.
- SDN screening
- EU consolidated list
- UBO mapping
- Sectoral restriction review
- Audit-trail documentation
How We Engage
Scoping & NDA
Agree the perimeter, materiality thresholds, and confidentiality framework.
Data Room Review
Structured review of disclosed documents with red-flag tracking.
Public Record Searches
Independent verification through Iranian registries and court systems.
Management Interviews
Targeted Q&A with the target's legal, finance, and operations leads.
Report & Remediation
Findings report with risk rating and recommended pre-closing conditions.
Commission a Legal DD Report
Move from heads-of-terms to signing with a defensible legal picture of your Iranian counterparty.
A defensible, bilingual legal picture of your Iranian target
Iranian corporate records sit in paper-based registries across multiple authorities. We consolidate every relevant filing, contract, court record, and licence into a single Wolfsberg- and IFRS-buyer-acceptable report.
What you receive
Engagement timeline
Packages & indicative fees
High-level review to qualify a target before bidding.
- Corporate standing check
- Top-10 contracts
- Headline litigation search
- 15-page report
Buy-side report ready for SPA negotiation.
- All six review streams
- Bilingual evidence pack
- Sanctions overlay
- Remediation map
- Board readout
Pre-signing confirmatory DD plus SPA negotiation support.
- Updated findings to signing
- Disclosure-letter review
- Warranty & indemnity drafting
- Closing-conditions tracking
Fees are indicative ranges for typical scopes. Final proposal is fixed after a scoping call.
Mini case study
Challenge
Run buy-side legal DD on a Tehran-listed petrochemical subsidiary inside an 8-week competitive process, with sanctions clearance on every UBO.
Outcome
Delivered 142-page bilingual report, quantified IRR 22bn in undisclosed tax exposure (priced into the bid), and cleared 11 UBOs through OFAC/EU/UK/UN screening with documented evidence.
Frequently asked questions
Iran-specific legal risks you cannot see from a data room
Iranian corporate records are largely paper-based and held across multiple registries — the Companies Registration Office, the Securities & Exchange Organization, provincial deeds offices, and sector-specific licensing bodies. A defensible legal DD report consolidates all of them and flags the gaps that materially affect price and structure.
Sanctions overlay
Every finding is cross-checked against OFAC SDN, EU consolidated, UK OFSI, and UN lists so the report is usable by your bank and external auditor.
Bilingual evidence
Each red flag is supported by the underlying Persian document plus a certified English translation in the appendix.
Remediation map
We do not stop at the issues list — every finding is paired with a recommended pre-closing condition, escrow amount, or warranty.
Frequently asked questions
Do you cover related-party transactions disclosed only in Persian?+
Yes. Our reviewers are Iranian-qualified lawyers fluent in commercial Persian, so related-party flows in board minutes and supplier ledgers are captured even when they are not translated for the data room.
Will the report stand up to my bank's sanctions team?+
Yes. Every UBO and material counterparty is screened against OFAC, EU, UK, and UN lists, with screening evidence and date stamps in the appendix — the format major correspondent banks expect.
Can you work from a redacted data room?+
Yes, with a documented note in the report on the limitations imposed by redactions. We will flag any redaction that prevents us from forming a view on a material issue.
How does this differ from a vendor due diligence (VDD)?+
VDD is sell-side, designed to pre-empt buyer questions. Buy-side legal DD is independent, scoped to your risk appetite, and includes adversarial searches the vendor would not commission.