Foreign Investments in Iran
Published by Iran Chamber of Commerce, Industries and Mines
Center of Economic Research and Analysis, 1994

INTRODUCTION

The Ministry of Economic Affairs and Finance, announced the complete Regulations for Foreign investments in the Islamic Republic of Iran.

The following are some of the topics explained in this article:

1- The law for Attraction and protection of Foreign investments of 1955 (The Law);

2- The by - laws of the law;

3- Investment procedure;

4- The special questionnaire to be filled by the investor(s).

Organization for Investment, Economic and Technical Assistance of Iran (OIETAI) has arranged the procedure in such a way that all the applications, before any commitment of either side, must go through the supervisory board for attraction and protection of foreign investments, and in case of approval of the Board they may proceed further for obtaining the decree by the Council of Ministers and for implementation of project(s).

Iran Chamber of Commerce, Industries and Mines has decided to publish the text in English for interested parties, with the hope that it shall serve the purpose. Iran Chamber of Commerce, Industries and Mines

Foreign Investment in the Islamic Republic of Iran

GENERAL NOTE:

Foreign direct investment in Iran is allowed only through participation of foreign persons in the equity capital of existing and new Iranian companies. Maximum foreign participation in the joint companies is 49% however, this proportion will be determined on merits of each project. The Law for the Attraction and protection of Foreign investments of 1995 (The Law) provides the legal framework for the approval of all foreign investments in Iran.

In accordance with Article I of the Law, foreign natural or legal persons importing capital, either in cash or in the form of machinery, etc. into Iran with the permission of the Government of Iran for the purpose of development and productive activities in industry, mining, agriculture and transportation shall enjoy the facilities provided in the Law. Such facilities shall be granted to those investors who obtain the required approval. In general, the facilities referred to among other things, are the annual transfer of net profits in the currency of the original investment, repatriation of the original capital and the accrued profits derived there from and proceeds of the sale of capital or shares and the remaining portion of capital in the event of liquidation Government guarantee of fair compensation in the event of expropriation pursuant to law, all at the exchange rate of the Central Bank's selling rate on the day of actual transfer, and the legal facilities accorded to the domestic investors.

INVESTMENT PROCEDURE:

The procedure to be followed by prospective foreign investor to get his investment approved involves different stages:

1-Finding a Suitable Iranian partner

The foreign investor may approach in the following manners:

By referring to or direct correspondence with the relevant Ministries. The relevant Ministry, with regard to its sanctioned projects, is in a position to introduce holders of "Agreement in principle" issued by the Ministry/ and or introduce potential Iranian investors interested to establish industrial firms, to the foreign side:

By referring to or direct correspondence with different banks, financial institutions and or Iran Chamber of Commerce, Industries and Mines:

By referring to or direct correspondence with Organization for investment, Economic and Technical Assistance of Iran (O.I.E.T.A.I) Foreign investment Dept. Ministry of Economic Affairs and Finance:

By direct correspondence with governmental organizations and companies and or through the press.

2- Obtaining the "Agreement in Principle"

As the second step in initiating the investment process, the local partner (together with the foreign investor) should apply to the concerned Ministry for sanctioning the industrial project. The application should be supported by the following:

a) The special prescribed questionnaire for Setting up an industry, and

b) Copy of project feasibility study.

Should the concerned Ministry, after necessary investigation and examination, be in agreement in principle with the proposed industry, it will issue and "Agreement in principle." Based on the above agreement the investor(s) is (are) permitted to start practical measures for construction of plant, import of machinery and arrangement for infrastructural utilities.

3- Application for participation

Simultaneous with 2 above or afterwards, the foreign investor may apply to O.I.E.T.A.I for participation in the realization of the sanctioned project.

His application should be submitted along with the following documents:

a) Duly filled in "Application for import of Capital(1)".

b) Copy of project feasibility study.

c) Copies of draft Joint Venture Agreement, and Articles of Association of the Joint Company.

d) Copies of other draft Agreements, if any, in case the foreign investor is the supplier of services and know-how etc.

e) Power of Attorney given to person (s) for signing the application and other contractual texts confirmed by the Islamic Republic Consulate in the county of investor.

f) Copies of Articles of Association and financial reports of the foreign investor including balance sheet and profit and loss account of at least last three years.

g) Other information which is deemed to be helpful.

4- Review of Application by Supervisory Board for Attraction and Protection of Foreign Investments (The Board)

Foreign Investment Dept. (formerly CAPFI) , after necessary coordination with the relevant Ministries and examination of the Application and supporting documents, prepares a comprehensive report and submits it to the Board for a decision. Should the Application meet country's overall interests, the Board will present its positive decision through Minister of Economic Affairs and Finance for approval and issue of a Decree.

5- Issuance of Decree of Council of Ministers

The Decree so issued is the permission that officially authorizes the foreign investor to begin operations by importing the required capital into the country. Once officially registered, the imported capital shall be covered by The Law.

6- Formation of the Joint Company

Upon issuance of the Board's positive decision or after issuance of the Decree, the local and foreign investors may form joint company for commencement of operations.

NOTE:

The above procedure must exactly be followed in all new investments. The process of foreign participation in existing Iranian companies of development plans supply of technology and or increasing productivity is limited to stages 3,4 and 5 above.

Application for the Import of Capital

A- SPECIFICATIONS OF THE APPLICANT

1. Full name of the applicant (person, firm, etc.):

2. legal domicile of the applicant (full address):

3. Countries of similar activities of the applicant:

4. References (foreign and local banks. industrial or business personalities):

B- SPECIFICATIONS OF THE FIRM IN IRAN

5- Particulars of the company which is to use the imported capital:

a- Name of the proposed company:

1- Existing

2- To be established

b- Address: Tel:

c- Legal status:

d- Capital: Registered: Rls.

Paid up : Rls.

e- Registration No. and Date:

6. Names and addresses of Iranian (persons, or firms):

7. Type of proposed or exiting activities in Iran:

C. SUBJECT OF THE PROJECT

8. State whether the project is:

a- New

b- Expansion

9. Exact location of the plant and its distance from the centre of Ostan:

10. Manufactured items with their quantity: Items Unit Maximum capacity of the factory for each item

11. Proposed working schedule of the factory:

a- Number of shifts:

b- Number of days/Year:

12. Number of foreign technicians, proposed to be employed and the schedule of their utilization with details for the training of Iranian personnel.

13. Proposed total number of local employees.

14.

D- FINANCIAL

15. Investment

a- Total investment Rls.

b- Local investment Rls.

c- Foreign investment Rls.

d- Country of investment

16. Type of foreign investment in the form of:

a- Plant and machinery: Rls.

b- Transfer of cash: Rls.

c- Know - How, technical assistance Rls.

d- Loan Rls.

Rate of interest and Period

Terms of payment and sources:

e- Capital and loan ratio:

17.

(a) Total Project cost:

Land Rls.

Building Rls.

Machinery and equipment Rls.

Tools and Spares Rls.

Vehicles Rls.

Furniture Rls.

Total Rls.

(b) Fixed assets: Rls.

(c) Working capital Rls.

18. Annual repuirements of raw materials:

Imported Indigenous Items

Quantity Value Quantity

Value (1,000 Rls) (1,000 Rls.)

Unit Volume Unit Volume

19. Estimated annual wages and salaries (excluding those of foreign technicians). Rls.

20. Annual consumption of power and fuel: Rls.

E- PAYMENTS

21-Technical, if any: and the period: Rls.

22- Know-how, if any: and the period Rls.

F- MANAGEMENT

23- Will the Company be managed by a joint board of directors? Yes No

24- On what basis? Please give full details

G- FOREIGN EXCHANGE SAVING

25- Savings, if the industry is established: Rls.

(a) Annual recurring foreign exchange Rls. requirements.

I- Import of raw materials Rls.

II- Spare parts: Rls.

III- Payments: technical, know-how, interest, salaries etc; Rls.

IV- Approximate remittance of profits: Rls.

(b) Non-recurring foreign exchange expenditure: Rls.

I- Import of machinery: Rls.

II- Technical and consultancy services: Rls.

III- Erection losses: Rls.

IV- Others: Rls.

(c) Total C and F value of annual production, if the products are imported.

(d) Estimated ex-factory price of finished product:

26- Foreign exchange return through export:

(a) Estimated FOB value of exports per annum Rls.

(b) Export prospects (indicate likely countries):

27- Salient Features of Schemes:

Please enclose complete project report as well as a complete list of machinery and equipment showing their capacities.

Having studied the Law and Regulations for the Attraction and protection of Foreign Investments, I have filled and completed the abroad application and hereby apply for approval.

Date:

Authorized Signature

LAW CONCERNING

THE ATTRACTION AND PROTECTION OF FOREIGN INVESTMENTS IN IRAN

Article I.

Persons, companies, and private firms of foreign nationality, investing in Iran in accordance with the provisions of Article II of this Law and by permission of the Iranian Government, either in cash or in the form of factories, machinery and parts, equipment, patent rights, expert service and the like, for development, rehabilitation, and productive activities in industry, mining, agriculture, and transport, shall enjoy the facilities provided in this Law.

Article II.

For the purpose of investigation and making a decision regarding the merits of the proposals submitted concerning the import of foreign capitals, a Board shall be formd in Bank Melli Iran under the chairmanship of the Governor of the said Bank, consisting of the Undersecretaries of Finance, Foreign Affairs, Commerce, and Industries and Mines, the General Manager of the Plan Organization or one of his assistants, the President of the Chamber of Commerce of Tehran or one of the vice-presidents, and the head of the Exchange Committee. Decisions of the Board shall be submitted, through the Minister of Commerce (3), to the Council of Ministers for approval and issuance of a Decree.

Proposals for investment of foreign capital in provinces shall be given priority over those for investments in Tehran as regards investigation and issue of a Decree.

Article III.

Capital imported into Iran in accordance with Article 1 of this Law, as well as profits accrued therefrom, shall be subject to the legal protection of the Government; and all the rights, exemptions, and facilities accorded to the domestic capital and private productive enterprises shall also apply to foreign capital and firms. The Government guarantees fair compensation where the promulgation of a special legislation deprives the owner of capital from ownership; provided that within three months after the date of expropriation application for compensation is submitted to the Board mentioned in Art. II.

In case of disputes, investigation of claims for fair compensation guaranteed by the Government shall be undertaken by competent Iranian courts. In such cases the Government can grant permission for the transfer abroad of the capital irrespective of the conditions set forth in Article 5 this Law.

Note 1: The law concerning ownership of real-estate by foreign nationals of Khordad 16, 1310(A.H.) shall remain valid and in force.

NOTE 2: Persons, companies, and private firms mentioned in Article I above are not entitled to transfer their shares, profits, and rights to their own or other Governments.

Article IV.

The owner of capital is permitted to export every year the net profit derived from the investment of his capital in Iran in the same currency as that originally imported and up to a limit to be determined in the regulations implementing this Law.

Article V.

Transfer abroad of the original capital and accrued profits, or the balance of such capital and profits remaining in Iran, shall be permitted, subject to 3 months prior notice to the Board mentioned in Article 2, upon fulfilment of all obligations and with due regard to provisions of Agreement of the International Monetary Fund of July 1944. However, the owner of capital is required to retain in Iran, for 6 months, at least 10 percent of his original capital to meet his contingent obligations.

Article VI.

The Provisions of this Law shall apply to firms and nationals of such countries where economic activities and reciprocal facilities for Iranian firms and nationals are made possible.

Article VII.

The Government is charged to prepare the appropriate regulations implementing this Law and to submit the same within 2 months through the Ministry of Economy to pertinent committees of Houses of Parliament for approval.

REGULATIONS IMPLEMENTING

THE LAW ON HTE ATTRACTION AND PROTECTION OF FOREIGN CAPITAL

Article 1.

Any natural or legal person, and any foreign firm, transferring capital to Iran for development, productive, industrial, mining, transport or agricultural purposes and subsequent activities, or for granting credit and financial assistance to Iranian firms engaged in the said enterprises shall enjoy the privileges of the Law for the Attraction and Protection of Foreign Capital Investments in Iran provided:

(a) Application to invest is submitted for a field open to local private firms.

(b) The investment does not involve any monopoly rights or special privileges;

(c) The capital is privately owned without any foreign government participation.

Note 1: If in the course of operation a foreign government comes to share in the imported capital in any manner, the said capital should, within a period prescribed by the Board, be repatriated from Iran.

Note2: Development and productive activities denote activities which help raise the production level and income of the country, or, directly or indirectly earn foreign exchange, or effect an economy in its expenditure.

Note3. Foreign banks or their branches established in Iran in accordance with relevant rules and regulations shall be entitled to enjoy the protection of the Attraction and Protection of Foreign Capital, in so far the said protection is in compliance with the Banking Act and its supplementary regulations.

Article 2.

From the standpoint of these Regulations the term "Foreign Capital" denotes:

(a) Foreign exchange imported into Iran through authorized Banks.

(b) Machinery, machine tools, spare parts, and raw materials as well as other requirements of this type provided they could be currently used and the Supervisory Board recognises their suitability as such.

Tools and spare parts shall be related to the factory machinery which is imported as capital; their importation may be simultanious with that of the main machinery or subsequent there to and provided that imported later, they form part of goods specifically imported as capital, and not as current expenditure;

(c) Means of transportation-land, sea or air-used in the execution of the project for which capital has been imported;

(d) Patent rights, provided they are related to and part of the productive operation for which the application for the import of foreign capital has been made, and that it is assessed at the discretion of the Supervisory Board;

(e) Technical staff salaries in foreign currency paid before the commencement of actual exploitation for the purpose of setting up productive enterprises,

(f) All or part of the net profit accrued in Iran and added to the original capital, or invested in some other enterprise covered by the provisions of the Law concerning the Attraction and Protection of Foreign Investments. Article 3.

Persons and firms, referred to in Article 1, intending to import their capital into Iran, should submit their proposals to the Secretariat of the Supervisory Board, together with a statement in Persian, English, or French, covering the following points.

a. The identity of the person or firm;

b. The country of origin of capital;

c. Type of capital, specifying the cash and non-cash amounts;

d. Legal domicile and the centre of activities of the person or firm;

e. Type of activity and the programme of operation in Iran: and, if Possible, indicating whether operations will be carried out independently or in partnership;

f. The sphere of activity in Iran;

g. References.

Article 4.

The Board performs its duties in accordance with the Law and the implementing Regulations; and, should the said Board be in agreement in principle with the importation of the capital applied for, it will present its views, through the Minister of Commerce (4), to the Council of Ministers for approval and the issue of a Decree.

Article 5.

Upon issue of the Decree of the Council of Ministers, the applicant should, within a period prescribed with the agreement of the Board, submit to the Board a detailed list of the non-cash capital which he intends to import into Iran together with a certificate from international experts, acceptable by the Board, as to the correctness of its evaluation.

Having agreed with the said evaluation, the Board will present the foreign investor or his representative with the licence for the import of capital permitting at the same time commencement of operations.

Article 6.

The foreign investor is entitled to insure the capital which he imports into Iran. should the insurer be a foreign government insurance institution, and the said institute, as a result of an accident, replace the investor in accordance with the provisions of the insurance policy, this replacement does not constitute a transfer of capital.

Article 7.

Within one year from the date of notification, the holder of the licence is under obligation to take measures to import an appropriate capital for the commencement of operations; otherwise, his licence shall be null and void. Whenever unexpected events or other predicaments, justifiable to the Board, call for further delay, the Board must extend the licence for another six months.

Article 8.

The cash capital which is imported into Iran in lump sum or in instalments, and converted into rials, must be in foreign exchange acceptable to Bank Melli (5) Iran; and it shall be registered in the investor's name on the date of its receipt. The amount of non-cash capital plus the cost of packing, transportation, insurance, etc., paid outside of Iran, will, after verification, be totally registered in the investor's name in a special book on the date of arrival of the goods, supported by documents or pertinent bills, in a monetary unit agreed upon by Bank Melli (6) Iran and the investor.

Article 9.

Conversion of foreign currencies due to be converted into rials is effected at the current buying rate of Bank Melli (7) Iran on the date of filing the application for conversion; and, Bank Melli (8) Iran is authorized to buy the said foreign currencies or to retain them as deposit, convert and pay them in rials at a rate acceptable to both parties, subject to a separate agreement, and return them, at the time of repatriation, at the same rate.

Article 10.

Foreign currencies left with the Bank unconverted and not taken as security against rial payment will be placed at the disposal of their owners, and owners of the said currencies are entitled to use such currencies, without conversion into rials, for the payment of the cost of their orders placed abroad or for their indispensable expenses within the limit of expenses for which the capital has been allocated, or to repatriate them by virtue of Article 5 of the Law concerning the Attraction and Protection of Foreign Investments in Iran. An itemized list of expenses and payment in detail will be presented, at the end of each month, to the Supervisory Board by Bank Melli (9) Iran.

Article 11.

The non-cash capital which is imported into Iran by virtue of the present Regulations is exclued from the annual quota

Article 12.

If capital is imported in the form of goods which are, by findings of experts and assessors, mutilated, defective, or, if they do not conform with the specifications given in the application, or, are declared at a higher value than their actual cost, that part of the value which is not confirmed by the Supervisory Board shall not be considered as part of the capital.

Article 13.

Transfer abroad of foreign capital imported into Iran and utilized by virtue of Article I of Law concerning the Attraction and protection of Foreign Investments, as well as the profits derived therefrom whether in the form of foreign exchange or authorized commodity, shall be subject to the following regulations:

(a) The foreign investor, upon examination of his balance sheet and verification of the annual profit by the Supervisory Board, is entitled, by permission of the said Board, to transfer abroad the profit accrued in Iran, after deduction of taxes, dues and statutory reserves, in the same currency in which he has imported the capital:

The Supervisory Board may not postpone, without plausible reasons, the grant of permission for more than three months from the date of receiving of the balance sheet. In case foreign exchange availabilities do not permit the Government to transfer abroad all or part of the investor's profits, permission will be granted to the investor, upon his request, to export authorized goods without giving any foreign exchange undertaking;

(b) The foreign investor who intends to export his capital from Iran by virtue of Article 5 of the Law for the Arrtaction and Protection of Foreign Capital, is under obligation to prepare his balance sheet at termination of operations in Iran and submit it, together with the prior notice prescribed in Article 5 of the Law, to the Supervisory Board. The Supervisory Board, upon appropriate investigations, will grant permission for the export of foreign exchange requested within a period of time to be set forth in the permit;

The period of time set forth in the permit shall not exceed three months, unless the amounts of capital which are exported are of such magnitude that, in the Board's opinion, may cause foreign exchange difficulties. In such a case, a longer period shall be prescribed; the amount of annual transfer, however, must not be less than 30% of the capital;

(c) Rate of foreign exchange for transfer of profits or repatriation of capital shall be the Bank selling rate on the day of the transfer;.

(d) The income, gained from the rise in prices at the time of the sale of the non-cash capital, shall not be convertible into foreign exchange; but, the invertor has the right to export the equal value in Iranian goods without any foreign exchange undertaking;

(e) In case of sale or cession in Iran of original foreign capital or of equity shares, the owner has the right to transfer abroad the proceeds of the sale or cession in accordance with the provisions of the law concerning the Attraction and Protection of Foreign Investments and the Present Regulations or, he can request to reinvest all or part of it in Iran if he is so inclined;

(f) The foreign investor, having due regard to Note 2 Article 3 of the Law concerning the Attraction and Protection of Foreign Investments, is entitled to cede to another foreign investor his capital or equity share subject to the approval of the Supervisory Board; in such a case, the cedee shall replace the original investor from the standpoint of the provisions of the Law concerning the Attraction and Protection of Foreign Investments and present Regulations;

(g) If the foreign investor is not inclined to transfer the capital and accrued net profit abroad within the period prescribed in the permit, unless he is again granted permission by the Supervisory Board in accordance with the provisions of the present Regulations, the said capital and profit shall remain at his disposal but shall not be subject to the Law concerning the Attraction and Protection of Foreign Investments and the present Regulations:

(h) Bank Melli (10) Iran and the Foreign Exchange Control Department are, for the purposes of the above provisions, under obligation to make available to the foreign investor necessary foreign exchange for the repatriation, within the period of validity of the permit, of capital, reserve, or the net profit;

(i) In case the foreign investor is inclined to export in from of commodity all or part of the net profit, or the original capital and the sales or cession proceeds of capital, or equity shares, with due regard to the above provisions, the Ministries of Finance and Commerce(11) are under obligation to issue export permit for the said commodities, without foreign exchange undertaking to the customs and other concerned authorities; Moreover, if so inclined, the investor has the right to invest and have registered as capital all or that part of the annual profits which he has not transferred abroad in the same or in another field, to be agreed upon by the Supervisory Board.

Note:

At the time of repatriation of capital, if a loss is suffered by the investor, as a result of which part of his capital is lost, the repatriation of only that part of capital which is still existing according to the balance sheet shall subject to the above regulations.

Article 14.

The fair compensation referred to in Article 3 of the Law concerning the Attraction and Protection of Foreign Investments, will be paid on the basis of normal value prevailing immediately before expropriation.

Article 15.

Firms, the central offices of which are outside of Iran, shall pay registration fees only in proportion to the capital transferred to Iran.

Article 16.

In cases where for specific work certain machinery is imported into Iran without transfer of foreign exchange, and is not registered as part of capital, its owner has the right to export from Iran the same machinery and tools upon the termination of the said work.

Article 17.

For the participation of the Undersecretary of National Economy in Supervisory Board, subject to the discretion of the Board's Chairman (Governor of Bank Melli) (12), when the subject of proposal is related to industrial affairs, the Technical Undersecretary of Industries and Mines, and when the subject is related to mining affairs the Mining Undersecretary of the Industries and Mines, and when it i related to commercial and banking affairs the Undersecretary of Commerce, shall participate.

Article 18.

Functions assigned to the Supervisory Board in the Law concerning the Attraction and Protection of Foreign Investments are to be regarded as part of the main functions of the members of the said Board. The personnel budget of the Secretariat of the Supervisory Board and fees payable to experts shall be made available by Bank Melli (13) Iran.

The above Regulations comprised of 18 Articles and 4 Notes, which, subsequent to the approval of the relevant Committee of the Senate, had been approved by the Committee on commerce of the Majles, at its sitting on Mehr 17, 1345 (A.H.), is enforceable by virtue of the Law concerning the Attraction and Protection of Foreign Investments.

Explanations:

According to Article 2 of the Law concerning the Attraction and Protection of Foreign Investments in Iran, a Supervisory Board was set up in Bank Melli Iran, under the chairmanship of its Governor. But later on, Article 85 section 4 of the Monetary and Banking Law of Iran ratified on Khorded 7, 1339 (A.H.) provided that a Supervisory Board for the Attraction and Protection of Foreign Investment, subject of Article 2 of the Act. of Azar 7, 1334 (November 28, 1995), concerning the Attraction and Protection of Foreign Investments be constituted in Bank Markazi Iran under the chairmanship of the Governor of the Bank.

In Bahman 1349 (February 1972) the Law transferring the Centre for the Attraction and Protection of Foreign Investments to the Ministry of Economy was ratified. According to the aforementioned Law, a Supervisory Board for the Attraciton and Protection of Foreign Investments was set up under the chairmanship of the Minister of Economy or his Deputy.

According to Article of the Law on Formation of Ministry of Economic Affairs and Finance dated Tir 1353 (A.H.), the title of the Centre for the Attraction and Protection of Foreign Investments was changed to "Organization for investment, Economic and Technical Assistance of Iran". A Supervisory Board for the Attraction and Protection of Foreign Investments was set up under the chairmanship of the Minister of Economic Affairs and Finance or his Deputy.

1- The Application Form is available at anytime upon request of the applicants.

2- Refer to page 16.

3- Minister of Economic Affairs and Finance.

4- Minister of Economic Affairs and Finance

5-6-7-8-9- Bank Markazi Iran

10- Bank Markazi Iran

11- Ministry of Economic Affairs and Finance

12-13- Bank Markazi Iran

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