Sanctions &
compliance briefing
A practitioner’s view of the regulatory landscape facing foreign investors in Iran — and how we engineer structures, payments and documentation to survive home-jurisdiction scrutiny.
This page is general information, not legal advice. We work alongside your retained sanctions counsel on every engagement.
Structural risk, designed around
Six workstreams
Jurisdictional posture mapping
We start with where YOUR group is exposed — US-nexus, EU, UK, Switzerland, GCC — and build a structure that respects every regime, not just the most permissive one.
Counterparty pre-screening
Every Iranian counterparty is screened against OFAC SDN, EU consolidated, UK OFSI, UN, and Swiss SECO lists, plus PEP and adverse-media databases, before introduction.
Payment-route engineering
Non-USD settlement design via NIMA, third-country correspondent banks, and (where appropriate) commodity-backed netting. Every route is memorialised in writing.
License & general-authorisation tracking
Live monitoring of OFAC General Licenses, EU regulation amendments, and the EU Blocking Regulation as they affect each client engagement.
Audit-trail documentation
Every screening, decision and payment routing is documented to investment-bank standard so your counsel can defend the structure to home regulators.
Trigger-event playbooks
Pre-built response plans for sanctions list expansions, ownership-change triggers, and snapback scenarios. Reviewed quarterly.
The jurisdictional landscape
| Regime | Current Posture | Practical Implication |
|---|---|---|
| US (OFAC) | Primary & secondary sanctions in force | Most foreign investors avoid US-nexus touchpoints (USD clearing, US persons in the chain, US-origin technology). Humanitarian and food trade carve-outs exist under GL 8 / GL 25. |
| EU | Targeted measures + Blocking Regulation 2271/96 | EU operators may not comply with most US extraterritorial sanctions. EU-Iran trade outside listed sectors remains lawful with proper screening. |
| UK (OFSI) | Post-Brexit autonomous regime | Largely aligned with EU but diverging on selected designations. UK persons must screen against the consolidated list and obtain OFSI licences where required. |
| Switzerland (SECO) | Mirrors most EU measures | Common jurisdiction for holding companies and commodity-finance flows; subject to SECO authorisations. |
| UAE | Trade permitted with Central Bank guidance | The principal commercial hub for non-USD Iran trade. Banking relationships require enhanced due diligence. |
| Turkey / Russia / China | No primary sanctions | Bilateral trade and investment routes; investors must still respect own-jurisdiction obligations and respect counterparty exposure. |
Last reviewed Q2 2026 — landscape can change without notice; verify with current counsel
From posture to live monitoring
Posture interview
Two-hour structured interview with your in-house counsel and compliance officer. Output: a one-page jurisdictional risk map.
Structure design
Holding-company location, contract law, payment-route, and IP-ownership recommendations — all referenced against the relevant regulations and general licenses.
Counterparty screening
Comprehensive screening of every counterparty, beneficial owner, and senior officer in the value chain. Refreshed every 90 days during the engagement.
Live monitoring
Subscription to our sanctions watch service: notification within 24 hours of any change that affects your engagement, with a recommended response.
Four patterns we use, repeatedly
EU-anchored holding + UAE operating
Parent in Luxembourg / Netherlands. Operating company in DMCC or JAFZA invoices the Iranian counterparty. EUR settlement via UAE correspondent; EU Blocking Regulation memo on file.
Swiss holding + commodity-finance
Geneva-based SA owns trading book. Pre-export finance from regional banks; physical flows hedged through IME and offshore warehouses. SECO licence stack maintained continuously.
Turkish operating + bilateral lira
Istanbul A.Ş. as commercial principal. Settlement in TRY/IRR under bilateral payment arrangements; Iranian distributor signs back-to-back. Useful for SMEs without EU/UAE footprint.
China JV + RMB clearing
PRC parent or HK SPV holds the JV stake. CIPS-routed RMB settlement; CNY-denominated long-term contracts. Suitable where Chinese banks are willing principals.
These are stylised structures, not advice. Every mandate is designed bottom-up against your group's actual jurisdictional posture and counsel guidance.
How we pre-screen a prospective engagement
Green flags — proceed to diligence
- •Iranian counterparty is a publicly listed PJSC with audited IFRS-converted accounts
- •Beneficial ownership maps cleanly to private-sector shareholders, no IRGC-linked entities at any tier
- •Sector falls outside primary US sanctions designations and outside EU listed sectors
- •Counterparty has prior, documented dealings with EU or East-Asian groups settled in EUR / CNY
- •Banking route uses a non-US correspondent with a documented Iran policy
Red flags — we decline
- •Any IRGC, IRGC-QF, MODAFL, or designated-entity ownership at any tier of the cap table
- •Requested settlement in USD, or via a US correspondent bank
- •Pressure to bypass written sanctions screening or skip beneficial-ownership disclosure
- •Counterparty offers introductions through an unfamiliar intermediary on commission
- •Cargo / service touches a US-origin component subject to EAR controls without a licence
The eight-document compliance pack
| Document | Purpose |
|---|---|
| Jurisdictional risk memo | Maps your group entities against OFAC / EU / UK / SECO exposure; signed by external counsel. |
| Counterparty due-diligence file | KYC, UBO charts, sanctions screening evidence, adverse-media search, refreshed every 90 days. |
| EU Blocking Regulation alignment memo | For EU operators: documents lawful basis under 2271/96 and any Commission authorisation history. |
| Payment-route opinion | Describes the settlement chain end-to-end, naming each bank, currency and message standard used. |
| Contract sanctions clauses | Termination, severability, force-majeure and snapback drafting reviewed against current regimes. |
| Board sanctions-policy resolution | Formal board-level policy authorising the Iran engagement on stated terms and limits. |
| Trigger-event response plan | Pre-agreed steps if a counterparty, sector or jurisdiction is designated mid-engagement. |
| Quarterly compliance certification | Internal memo certifying continued compliance and listing any deviations and remediation. |
Every document above lives in a versioned, time-stamped data room shared with your retained counsel. See also our glossary for the underlying terms and our legal due diligence service.
Sanctions risk is structural, not transactional — design accordingly
The single most common reason a foreign investor’s Iran initiative fails is not the Iranian regulator — it is a poorly designed structure that runs into the investor’s home-jurisdiction compliance regime two years later. Our briefing is built to prevent that.
What's included
- Jurisdictional risk map for your group
- Structure & contract-law recommendation
- Counterparty pre-screening (OFAC, EU, UK, UN, SECO)
- Non-USD payment-route design
- EU Blocking Regulation alignment memo
- Live sanctions-watch subscription
- Trigger-event response playbook
- Quarterly compliance certification pack
Frequently asked questions
Are you a licensed sanctions lawyer?+
No. We are an investment advisory firm. We work alongside your retained sanctions counsel and provide the operational and structuring inputs they need. We will name our preferred external counsels in London, Geneva, and Dubai on request.
Can you guarantee a sanctions-compliant structure?+
No advisor can guarantee that — regulations change. What we can do is design conservatively, document defensibly, and monitor continuously. That posture has held up across every audit our clients have undergone.
Do you advise US persons / US-owned entities?+
We are very cautious with US-nexus mandates and typically scope them with US counsel involved from day one. Many activities require an OFAC specific licence; we will not proceed without one where required.
How do you handle USD settlements?+
We generally do not. Most engagements settle in EUR, AED, CNY, RUB or barter-equivalent structures via NIMA. USD touchpoints are avoided unless a specific licence permits.
What happens if a counterparty becomes designated mid-engagement?+
Our trigger-event playbook activates immediately: freeze of in-flight payments, written notice to your counsel, structure-impact assessment within 48 hours, and a documented unwind plan if needed.