Fatemeh Rakideh
trainee lawyer at the Iranian Central Bar Association
English
Consultation
commercial and corporate contracts under Iranian law

commercial and corporate contracts under Iranian law

The commercial contract should cover, in addition to the subject matter and price, the scope of authority of the company's representatives, responsibilities, confidentiality, intellectual property, guarantees, taxes, and the mechanism for terminating the cooperation as appropriate to the transaction.

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commercial and corporate contracts under Iranian law

The commercial contract should cover, in addition to the subject matter and price, the scope of authority of the company's representatives, responsibilities, confidentiality, intellectual property, guarantees, taxes, and the mechanism for terminating the cooperation as appropriate to the transaction.

Practical point: Before signing, the latest registration status of the company and the authority of the signatory must be checked; simply using the company seal is not always sufficient to establish authority.

Important points in contract review

Point 1

The complete contract, addenda and relevant clauses

Point 2

When the obligation arose, its due date and evidence of performance or non-performance

Point 3

Correspondence, messages, formal legal notices, payment receipts, and delivery documents

Point 4

Security, agreed sums for breach, termination rights and dispute-resolution clauses

Legal review of documents and disputes related to commercial and corporate contracts under Iranian law

Importance of a careful contract review

For commercial and corporate contracts, particularly between companies, review the representative’s position, signing authority and authorised signatories, limits of authority, security and the company’s contractual liability.

Related topics

partnership and investment agreement under Iranian law

Contributions, ownership interests, management, profit and loss, reporting, security and exit arrangements.

Arbitration and dispute resolution in contracts

Validity of the arbitration clause, the arbitrator’s powers and selection of the appropriate contractual dispute-resolution mechanism.

Contract interpretation and disputes over terms

Analysing ambiguous clauses, the relationship between terms and their legal effects.

  • Iranian Civil Code («قانون مدنی»)

  • Iranian Commercial Code («قانون تجارت»)

  • Iranian Act Amending Part of the Commercial Code

This list identifies the principal legal provisions relevant to the page. The applicable law and amendments must be checked against the dates, subject matter and circumstances of each case.

The official texts and latest amendments are available in the National Database of Iranian Laws and Regulations.

Frequently asked questions

Review the latest registration notices, articles of association, board or general-meeting resolutions and authorised signatories. A company seal or job title alone does not always establish authority.
Key matters include company identity and registration status, representatives’ authority, subject matter and price, liabilities, tax, confidentiality, intellectual property, security and dispute resolution.
The effect of the signature depends on the scope of authority, the way the representative is introduced, the company documents and the subsequent conduct of the company. For a definitive conclusion, the registration documents and the contract must be examined together.

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