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Commercial Law in Iran


Commercial law in Iran covers trade relationships, business transactions, agency, distribution, imports, exports, commercial instruments, and disputes between traders and companies. This body of law underlies much of the day-to-day activity of any business operating in or trading with Iran, from a straightforward sale of goods to more complex agency and distribution arrangements.

Milani Law Firm is an established law firm in Iran, based in Tehran, with a team of business lawyers in Iran supporting foreign businesses, Iranian companies, exporters, and investors with practical legal guidance for commercial law in Iran. The firm’s English-speaking lawyers, including commercial lawyers in Iran experienced in cross-border matters, help clients reduce contractual, regulatory, and dispute-related risks connected to their trade activity.

This area of practice typically covers:

  • Business transactions between individuals and companies, from simple sales to more complex arrangements
  • Commercial instruments such as checks, promissory notes, and bills of exchange used in trade
  • Agency, distribution, and franchise relationships between manufacturers, agents, and distributors
  • Import and export obligations connected to the sale of goods and services
  • Legal relationships among traders, partners, and counterparties in the course of business
  • Liability arising from breach of commercial obligations or payment terms
  • Disputes between traders and companies connected to commercial dealings

Because commercial law in Iran touches so many types of transactions, the practical rules that apply depend on the nature of the relationship, the documentation involved, and the parties concerned.

The firm’s lawyers generally assist with:

  • Reviewing and drafting commercial instruments and trade-related agreements
  • Advising before entering into significant transactions or agency and distribution relationships
  • Assessing regulatory and contractual risk in import and export activity
  • Reviewing the validity and status of checks, promissory notes, and related instruments
  • Preparing claims or defenses in disputes arising from commercial transactions
  • Representing traders and companies in pursuing or defending payment claims
  • Providing ongoing guidance to align commercial decisions with legal requirements

This service is typically relevant for:

  • Foreign businesses engaged in trade or transactions involving Iranian companies
  • Iranian companies engaged in domestic or cross-border commercial activity
  • Exporters and importers managing contractual and regulatory obligations
  • Agents, distributors, and manufacturers structuring commercial relationships
  • Investors evaluating the legal framework around a trade-based business
  • Business managers needing guidance before entering a significant transaction

These circumstances reflect how directly commercial law in Iran can affect the practical, day-to-day operation of a trading business, not only its formal structure. For exporters and importers in particular, this is often the point where an international trade lawyer in Iran becomes genuinely useful, rather than a theoretical consideration.

Many businesses operating in or with Iran rely on local agents or distributors to reach the market, rather than establishing a direct presence. The terms of these relationships — scope of authority, exclusivity, duration, termination rights, and compensation upon termination — are often a source of dispute if left unclear at the outset. Reviewing and structuring these arrangements carefully, before a relationship begins, helps prevent conflicts that can otherwise disrupt a company’s access to the Iranian market or its trading partners abroad. The firm’s cross-border commercial lawyers in Iran regularly assist with structuring these relationships from the outset.

Checks and promissory notes remain widely used in commercial transactions in Iran, and each depends on strict compliance with rules governing issuance, endorsement, and presentation. A technical defect in how an instrument was issued or transferred can affect a party’s ability to rely on it as straightforward evidence of a debt or obligation. For businesses accepting these instruments as payment, understanding this risk before a transaction is completed — rather than after payment is due — is a practical safeguard.

Commercial disputes often arise from non-payment, disputed quality or quantity of goods delivered, disagreements over the terms of an agency or distribution arrangement, or a breach of obligations under a trade contract. In many cases, the dispute traces back to ambiguity in the underlying commercial contracts governing the relationship. Not every commercial dispute follows the same path to resolution; depending on the contract and the relationship between the parties, options range from direct negotiation to arbitration or litigation. Reviewing the underlying contract and any related correspondence is typically the starting point for assessing a party’s position in commercial law in Iran.

Legal advice is particularly useful before entering a new trading relationship, before signing an agency or distribution agreement, and as soon as a counterparty fails to honor a payment obligation or a commercial instrument is dishonored. Engaging Milani Law Firm’s lawyers early in a matter involving commercial law in Iran allows for a clearer assessment of the available options, rather than responding only after a dispute has become difficult to resolve.

What counts as a commercial dispute under commercial law in Iran?

Commercial disputes typically arise from non-payment, disagreements over the quality or quantity of goods delivered, breach of an agency or distribution agreement, or disputed terms in a trade contract. Whether a specific disagreement qualifies, and how it should be pursued, depends on the underlying contract and the relationship between the parties involved.

Can a foreign business rely on a check issued by an Iranian trading partner?

A check can serve as useful evidence of a payment obligation, but its enforceability depends on how it was issued, endorsed, and presented, along with the surrounding transaction documents. Reviewing the instrument and related correspondence before relying on it, or before pursuing a claim based on it, helps clarify the realistic options available.

To review a trade relationship, commercial instrument, or dispute connected to commercial law in Iran, you can contact the English-speaking lawyers at Milani Law Firm in Tehran.

Your Frequently Asked Questions

Why choose Milani Law Firm for your legal matters?

Milani Law Firm, based in Tehran, Iran, has over 20 years of professional experience and is led by specialized attorneys practicing in corporate law, international commercial contracts, arbitration, intellectual property, and oil & gas law. Combining specialized knowledge, practical experience, and a deep understanding of Iranian law, Milani Law Firm is a trusted choice for companies, traders, and investors.

To request a legal consultation, you can contact the Milani Law Firm team in Tehran through the contact form on our website, by phone, or by email. After reviewing your case, our attorneys will provide a legal solution tailored to your needs.

Milani Law Firm provides specialized legal services to companies, business managers, traders, exporters, banks, government entities, as well as foreign companies and investors connected to Iran, and Iranians living abroad.

Request a Consultation or Cooperation with Milani Law Firm

If you need legal advice, contract review, company registration support, arbitration, litigation assistance, or wish to discuss cooperation with Milani Law Firm, please complete the form. Our team will review your request and contact you within the earliest business opportunity.

+98 (0)21 88954849
+98 (0)21 88954882

info@milanilawfirm.com

#38, 1st Floor, No.1948, Vali-Asr St., Intersection of Dr. Fatemi St., Tehran, Iran Postal Code 14316-94938