Amir Azarbad

General Commercial Regulations of Iran

Dear Readers,

As every International trader, producer or Company intends to have commercial relationship with another country’s traders so they could sell goods or provide services, so it is necessary to have information about  applicable laws of that country. I, Amir Azarbad, an Iranian Attorney at law, think it is better to give some information on general applicable laws and regulations in Iran. I hope it is useful for you.

Iran, like other countries ,has a mother code for trade law. this Act consist of sections concerning traders, Commercial Activities,  Commercial Books including day-book and other types of books traders( individuals and companies) is obliged to have, Companies, commercial documents including bill of exchange-promissory note-check, commission,  Transportation contract, commercial agents, Guarantee and at the end Bankruptcy. this Act is so like to previous Commercial Act of France.

Articles 21 to 93 of this Act has bee replaced with ” Draft of amendment to a part of Commercial Act” which approved more than 40 years ago, but this Draft is Act for  Join-stock Companies.

The Act of Commercial Act of Iran, is very old and needs to be amended. in this Act there is not section on contracts. so, the contract, including commercial or civil, is applied by Civil Act of Iran. for more details about effect of local laws you can see my Article about “reflection of local laws on international commercial contracts”

the link for this Article:

so, should you know about contracts, you will have to refer to Civil Act. we do not have special court for commercial cases like France, so, every cases( not criminal or official) are referred to the courts which accept another civil cases.

This years, many attempt has done to establish special commercial codes with special procedure Act.

of course, we have Arbitration Tribunals like ACIC. so, if you mention an arbitration clause

in your contract, you will sure that your case will be referred to the Arbitration(Tribunal or ad hoc).

addition to these Act, we have lot of regulation on Registration of companies, Bank’s Act,Patents, Industrial Designs and Trademarks Registration Act (2008), Foreign Investment Promotion and Protection Act and many laws and regulation on Commercial issues. in every part of commercial issue, there is general(Civil Act & Commerce Act) and also specific Acts and Regulations. for example to import goods, there is Customs Affairs Act, INCOTERMS, obligatory regulation of Ministry of industry- mine and trade, The Law in combat in  Smuggling of Goods and Currency.

In next posts, I’ll give more information about Iran’s law to you esteemed readers. you are going to have list of Iran’s commercial Acts & Regulations in this website.

One of the regulations which every trader like to see, is Arbitration Rules. as you know, many traders like to refer their cases disputes to a non-government court. hence, development of arbitration in a country shows proper situation of trade in that country.

Fortunately, Arbitration law has developed  in Iran. Iran has Specific law in International Arbitration and also jointed to Convention on the recognition and enforcement of foreign arbitral awards ( New York, 1958). so, Foreign traders can trust Arbitration in Iran.

Attorney at law in Iran-Tehran(member of Iran- Central Bar Association)

Commercial Attorney in Iran, Amir Azarbad.

Amir Azarbad

Interpretation of International commercial Contracts

Hello honorable readers,

As we know, every international transaction and contract may be exposed to interpretation by judges or arbitrators they are referred  the case or dispute, so interpretation’s rules are important to lawyer setting out a contract.

they have to know how interpretation can be applied on the written phrases. and they also have to try set the phrases of international commercial contract along what arbitrators or judges interpret.

Among interpretation rules,”Whereas Clause” is the subject  I am going to write about.

as we know, a contract includes rights and obligations of  parties, as usual, in a contract and transaction is specified two articles on “Obligation of party 1 for example Seller and also for Buyer, and should a party want to add a obligation, that Article will be the proper place for, but in interpretation of a contract, the judge or arbitrator is not limited to those article. specially, whenever he is searching to find out implied obligation or how an obligation is to be done.

for example, if a dispute between parties to sale contract is over  this : is the seller  under responsibility to pack the material according to standard packing rules of Iran?

and the contract is free of such obligation, but the parties in “Whereas Clause” have mentioned “the buyer’s intention is exporting the materials to Iran” or the Buyer desires to export the materials to Iran, despite this obligation is not in Article of Seller’s Duties, but the obligation of the seller may be interpreted in basis of “Whereas Clause” and an arbitrator or judge may issue an award and seller is under responsibility to comply with That standard in packing.

another item which performs main role in interpretation of International commercial contract is “Good Faith”.

behaviors of parties of a commercial contract in concluding and performing, will be interpreted in base of Good Faith. parties comes from different countries with different legal systems, and commercial world not a good place for a malicious man. so, even a word in a contract has been select in wrong manner, may be interpreted in proper meaning and in contract purpose.

Amir Azarbad-

Ph.D Candidate in private law

Iranian attorney at law in International Transaction/Commercial Contracts/Arbitration

Amir Azarbad

Samples of International Commercial Contracts

Hello honorable Readers,

Every one working in Commercial Trade needs to have International Commercial Contract. first option every one may choose, is Samples.

there are so many samples in Internet and you can access lot of them. but using the samples without any amendments can make damages for you. every relationship needs it’s own contract. even two sale contract cant be the same.

but, samples of International commercial contracts can provide you with a framework of a draft of International contract and can also show you content of a contract or a list of articles of contact. by taking look at samples, you can also think about aspects of your international commercial relationship.

it’s important that you are seller or buyer, it is important where your contracting party is located, it is important what you sell or what you buy,  it is important the courts of country of the other party how much respect Arbitration and many issues you must going over. every country has it’s own regulation.

so if you are interested in using samples of International Commercial Contract, you must use an Commercial Lawyer to amend or change article or advise you on that sample.

Amir Azarbad attorney-at-law

Ph.D Candidate in Private Law

Amir Azarbad

Reflections of local laws over international commercial contracts

Dear honorable Readers,

If you’re trying to set up an international agreement, I, Amir Azarbad, an Iranian Attorney at law in Iran-Tehran and Ph.D Candidate in Private Law working in International Commercial Contracts  suggest some issues as bellow;

First, even you mention an applicable law in your contract, some local laws can be applied and affected your relationship and your contract. so, you need laws governing in where the contract is fulfilled. using an commercial attorney gives you necessary advise on drafting an commercial agreement is very useful. for example, Tax regulations, Immovable Property regulation, Intellectual property Acts, Criminal laws, Investigation laws, work laws and many laws affect your relationship.

Second, making good negotiation needs to have full information on local laws, performance of some clauses in contract may be impossible to do, So using an commercial attorney gives you necessary advise on governing laws is very useful.

So, your final contract should be reviewed by an attorney who is familiar with International trade law and also contracts, every phrase we mention in a contract will  not be valid! and some times  clauses had been ambiguous worded and will cause to problems.

Third, you;d better to take comment from  local attorney. your purpose from making a deal is performance of that and every contract need to be performed in a country(s), so some local laws affect in your contract in practice. hence, a independent lawyer in that country can help you. every attorney, must know his/her own legal issues first.

Amir Azarbad, Attorney at law

Ph.D Candidate

6 tips to avoid expensive legal advice

If you need legal advice for your business or personal matters, hiring quality and professional lawyers may cost you lot of money. But, it is always advisable to opt for quality legal services. here are some tips that will help you to avoid high cost of legal advice. If you belong to the low-income group, you can make use of large network of legal aid programs that operates on federal agents. You can use these programs and get free legal advice for your problem.

Read more “6 tips to avoid expensive legal advice”