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Navigating the Legal Landscape of Iran's Oil Industry: A Guide for Foreign Entities

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Navigating the Legal Landscape of Iran's Oil Industry: A Guide for Foreign Entities

Posted | Updated by Insights team:

Publication | Update:

Jun 2024
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Operating an oil business in Iran involves navigating a complex and multifaceted legal and regulatory fra...

Introduction

Operating an oil business in Iran involves navigating a complex and multifaceted legal and regulatory framework, operational steps and legal risks. This framework, designed to ensure national control over valuable petroleum resources, facilitates foreign investment through specific contractual agreements. For foreign entities, a comprehensive understanding of Iran’s legal landscape is not just crucial but also empowering, as it paves the way for successful engagement in oil exploration, development and production. This article delves into the key legislative instruments governing the oil sector, the necessary steps for foreign entities to operate and the potential legal risks they may encounter.

 

Legal and Regulatory Framework for Operating an Oil Business in Iran

In brief, the Iranian oil and gas legal framework comprises several critical pieces of legislation:

a)  The Iranian Constitution Law 1979: Establishes the foundational legal principles governing national resources.

b)  The Petroleum Act 1987 (edited in 2011) Addresses the ownership of petroleum resources and the powers entrusted to the Ministry of Oil.

c)  The Law on the Duties and Powers of the Ministry of Petroleum 2012: Defines the Ministry's roles and responsibilities.

d) The Six Development Plan (2017-2022): Outlines Iran’s economic policy, including oil and gas sector objectives.

e)  The General Terms, Structure, and Model of the Iran Petroleum Contract (IPC) 2016: The legal framework for Iran Petroleum Contracts (IPC), the latest contract models for upstream oil and gas activities.

The IPC combines elements of buy-back contracts (former upstream contracts in Iran)  and product-sharing contracts (PSC), reflecting a modern approach similar to Iraq’s technical service contract. According to the IPC Resolution (Article 2 a), there are three categories of IPC contracts:

  • Exploration, Development and Production Contracts (IPC E&P)
  • Contracts for the Development of Explored Green Fields and Reservoirs (IPC D&P)
  • Agreements for Improving Recovery Rates for Existing Fields (IPC IOR/EOR)

 

Required Steps for Foreign Entities to Operate an Oil Business in Iran

       1) Principle of Public Ownership and Risk Service Contracts

In Iran, the government has full control over oil and gas resources. Foreign companies cannot own these reserves directly. Instead, they can enter into contracts with the National Iranian Oil Company (NIOC) to invest in and operate oil and gas projects. Foreign companies can sign risk service contracts to participate in upstream activities. This approach allows international oil companies to access the Iranian oil market while respecting the country's sovereignty and public ownership of resources.    

       2) Winning the IPC Contract

NIOC contracts are subject to the Tender Act 2005. However, exceptions allow certain contracts to bypass tender procedures with prior approval, provided an acceptable justification for each particular case is submitted. Prior approval from the relevant authority should be obtained before leaving the tender procedures.

The Ministry of Petroleum has recently added a provision to the Duties and Authorities of the Petroleum Ministry Act of 2012. According to this provision, contracts related to exploration, development, production, repair, and maintenance of joint oil and gas fields are excluded from the scope of the Tender Act, subject to approval by the Ministry of Petroleum and compliance with NIOC’s transaction rules.

  The contractor is selected “in the course of a legitimate process, “defined by the Ministry of Petroleum. The foreign entity does not have to incorporate any company in Iran. If more than one company decides to conclude the IPC in Iran, it can operate in Iran as a consortium or a joint venture.[i]

       3) Establishing a Joint Venture with an Iranian Entity

Article 4(a) of the IPC Resolution requires foreign investors to partner with an Iranian Exploration and Production Company (E&P). This joint venture facilitates technology transfer and training, which is essential for managing future projects. Foreign investors can propose non-listed Iranian E&P companies for approval by NIOC.

       4) Joint Management Committee (JMC)

A Joint Management Committee (JMC) is a group established under the IPC contract and consists of representatives from both parties involved in the contract. The JMC has an equal number of members from NIOC and contractors (IOC), each with equal voting rights. The JMC is responsible for overseeing all project operations and making decisions on technical, financial, and legal matters within the framework of the IPC contract. It also has the authority to make decisions regarding the annual work programme, budget and the selection of subcontractors.

According to Article 8 (d) of the IPC Resolution, the IOC is responsible for implementing operations within an approved annual programme and budget approved by JMC. The NIOC authority should then confirm such a decision. In most cases, however, the NIOC’s general manager will delegate their authority to their representative(s) in each contract or project to approve the decision of JMC.[ii]

      5) Annual Work Programme and Budget Plan

After the exploration phase and during the development and production phases, contractors must prepare and obtain NIOC approval for an annual work programme and budget. Operations must adhere strictly to the approved budget and plans.

       6) Transfer of Management Positions, Technology, and Knowledge

Foreign contractors must share executive management positions with Iranian nationals, facilitating the transfer of know-how. Training programmes and plans for technology and knowledge transfer are required components of the IPC.

       7) Statutory Local Content Requirement

The IOC is also obliged to maximise the use of local products and services. According to Article 4(b) of IPC Resolution and the “Law of Maximum help of Iranian Technician, Engineering, Manufacturing, Industrial, and Executive Capability for Implementation of Projects,” at least 51% of the value of the project, excluding immovable properties, must be allocated to services and goods provided from inside Iran.[iii]

       8) Human Resource Obligations

Per Article 4(c) of the IPC Resolution, foreign contractors must employ Iranian nationals and provide comprehensive training plans to enhance the quality of the local workforce.

       9) Minimum Production Level

Contractors must achieve a minimum production level specified in the field development plan.

       10) Environmental and Safety Regulations

Operators must conduct environmental evaluations and comply with safety, healthcare, environmental, and social regulations.

 

Legal Risks that Foreign Companies Should be Aware of Before Considering Doing Business in Iran

1-1 General Risks

Foreign companies face legal complexities and bureaucratic hurdles despite efforts to facilitate business, such as the Foreign Investment Promotion and Protection Act 2002 (FIPPA). Corruption and bribery can also pose challenges.

1-2 Specific Risks in the Oil Business

Foreign entities must ensure thorough due diligence on their Iranian partners to verify their capabilities. As per Iranian Petroleum regulations, foreign entities must have an Iranian partner when signing an IPC contract with NIOC. Therefore, foreign contractors need to be cautious and conduct comprehensive due diligence on any potential Iranian partner. It is advisable to thoroughly assess the financial, technical, tax, reputation and legal aspects to ensure that the Iranian partner has the necessary capabilities to fulfil its obligations.

The transfer of executive positions to Iranian nationals can pose production risks. According to the IPC resolution, the IOC, as the contractor/ operator of the IPC, should transfer the executive management positions to the Iranian nationals to facilitate the transfer of know-how and managerial skills to the Iranian entity. Such obligation can be associated with some production risks in the later stages of the contract. Therefore, foreign companies should train their Iranian partners very well and make sure they have appropriate knowledge at the later stage of the project.[iv]

Contractors need to specify penalties for failing to meet production levels, as the IPC framework does not outline consequences. The contractor/operator must achieve the minimum production level stated in the IPC contract; however, the Iranian petroleum legal framework does not seem to address consequences in the event of failing this obligation. Therefore, the foreign entity should define the penalties in the contract to mitigate the associated risks.

Additionally, no cost recovery or fee payments occur until the production phase, and all risks and costs fall on the contractor if exploration fails. Besides, the Iranian government does not guarantee NIOC’s commitments under IPC contracts.

1-3 Governing Law and Dispute Resolution

The IPC Resolution designates Iranian Law as the governing law for interpreting contract terms.[v] Any arbitration clauses involving government or public assets require approval from the Iranian Parliament or Council of Ministers.

 

Conclusion

Operating an oil business in Iran involves understanding the country's laws and procedures. Foreign entities need to consider contractual obligations, partnership requirements and legal risks. By following these guidelines and doing thorough due diligence, international oil companies can effectively participate in Iran’s oil and gas sector and contribute to economic development.

 

Find more information on oil and gas laws and regulations in Iran with Asgari & Associates' contribution to ICLG - Oil & Gas 2024.

 

Endnotes


[i] www.mondaq.com. (3/04/2023). Iran - Oil, Gas & Electricity - General Memo On Doing Oil Business In Iran. [online] Available at: https://www.mondaq.com/oil-gas--electricity/1290000/general-memo-on-doing-oil-business-in-iran?_gl=1

[ii] ibid

[iii] ibid

[iv] ibid

[v] ibid

 

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Forecast methodology

The future outlook “forecast” is based on a set of statistical methods such as regression analysis, industry specific drivers as well as analyst evaluations, as well as analysis of the trends that influence economic outcomes and business decision making.
The Global Economic Model is covering the political environment, the macroeconomic environment, market opportunities, policy towards free enterprise and competition, policy towards foreign investment, foreign trade and exchange controls, taxes, financing, the labour market and infrastructure. We aim update our market forecast to include the latest market developments and trends.

Forecasts, Data modelling and indicator normalisation

Review of independent forecasts for the main macroeconomic variables by the following organizations provide a holistic overview of the range of alternative opinions:

  • Cambridge Econometrics (CE)

  • The Centre for Economic and Business Research (CEBR)

  • Experian Economics (EE)

  • Oxford Economics (OE)

As a result, the reported forecasts derive from different forecasters and may not represent the view of any one forecaster over the whole of the forecast period. These projections provide an indication of what is, in our view most likely to happen, not what it will definitely happen.

Short- and medium-term forecasts are based on a “demand-side” forecasting framework, under the assumption that supply adjusts to meet demand either directly through changes in output or through the depletion of inventories.
Long-term projections rely on a supply-side framework, in which output is determined by the availability of labour and capital equipment and the growth in productivity.
Long-term growth prospects, are impacted by factors including the workforce capabilities, the openness of the economy to trade, the legal framework, fiscal policy, the degree of government regulation.

Direct contribution to GDP
The method for calculating the direct contribution of an industry to GDP, is to measure its ‘gross value added’ (GVA); that is, to calculate the difference between the industry’s total pre­tax revenue and its total bought­in costs (costs excluding wages and salaries).

Forecasts of GDP growth: GDP = CN+IN+GS+NEX

GDP growth estimates take into account:

  • Consumption, expressed as a function of income, wealth, prices and interest rates;

  • Investment as a function of the return on capital and changes in capacity utilization; Government spending as a function of intervention initiatives and state of the economy;

  • Net exports as a function of global economic conditions.

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Market Quantification
All relevant markets are quantified utilizing revenue figures for the forecast period. The Compound Annual Growth Rate (CAGR) within each segment is used to measure growth and to extrapolate data when figures are not publicly available.

Revenues

Our market segments reflect major categories and subcategories of the global market, followed by an analysis of statistical data covering national spending and international trade relations and patterns. Market values reflect revenues paid by the final customer / end user to vendors and service providers either directly or through distribution channels, excluding VAT. Local currencies are converted to USD using the yearly average exchange rates of local currencies to the USD for the respective year as provided by the IMF World Economic Outlook Database.

Industry Life Cycle Market Phase

Market phase is determined using factors in the Industry Life Cycle model. The adapted market phase definitions are as follows:

  • Nascent: New market need not yet determined; growth begins increasing toward end of cycle

  • Growth: Growth trajectory picks up; high growth rates

  • Mature: Typically fewer firms than growth phase, as dominant solutions continue to capture the majority of market share and market consolidation occurs, displaying lower growth rates that are typically on par with the general economy

  • Decline: Further market consolidation, rapidly declining growth rates

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The Global Economic Model
The Global Economic Model brings together macroeconomic and sectoral forecasts for quantifying the key relationships.

The model is a hybrid statistical model that uses macroeconomic variables and inter-industry linkages to forecast sectoral output. The model is used to forecast not just output, but prices, wages, employment and investment. The principal variables driving the industry model are the components of final demand, which directly or indirectly determine the demand facing each industry. However, other macroeconomic assumptions — in particular exchange rates, as well as world commodity prices — also enter into the equation, as well as other industry specific factors that have been or are expected to impact.

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Forecasts of GDP growth per capita based on these factors can then be combined with demographic projections to give forecasts for overall GDP growth.
Wherever possible, publicly available data from official sources are used for the latest available year. Qualitative indicators are normalised (on the basis of: Normalised x = (x - Min(x)) / (Max(x) - Min(x)) where Min(x) and Max(x) are, the lowest and highest values for any given indicator respectively) and then aggregated across categories to enable an overall comparison. The normalised value is then transformed into a positive number on a scale of 0 to 100. The weighting assigned to each indicator can be changed to reflect different assumptions about their relative importance.

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The principal explanatory variable in each industry’s output equation is the Total Demand variable, encompassing exogenous macroeconomic assumptions, consumer spending and investment, and intermediate demand for goods and services by sectors of the economy for use as inputs in the production of their own goods and services.

Elasticities
Elasticity measures the response of one economic variable to a change in another economic variable, whether the good or service is demanded as an input into a final product or whether it is the final product, and provides insight into the proportional impact of different economic actions and policy decisions.
Demand elasticities measure the change in the quantity demanded of a particular good or service as a result of changes to other economic variables, such as its own price, the price of competing or complementary goods and services, income levels, taxes.
Demand elasticities can be influenced by several factors. Each of these factors, along with the specific characteristics of the product, will interact to determine its overall responsiveness of demand to changes in prices and incomes.
The individual characteristics of a good or service will have an impact, but there are also a number of general factors that will typically affect the sensitivity of demand, such as the availability of substitutes, whereby the elasticity is typically higher the greater the number of available substitutes, as consumers can easily switch between different products.
The degree of necessity. Luxury products and habit forming ones, typically have a higher elasticity.
Proportion of the budget consumed by the item. Products that consume a large portion of the consumer’s budget tend to have greater elasticity.
Elasticities tend to be greater over the long run because consumers have more time to adjust their behaviour.
Finally, if the product or service is an input into a final product then the price elasticity will depend on the price elasticity of the final product, its cost share in the production costs, and the availability of substitutes for that good or service.

Prices
Prices are also forecast using an input-output framework. Input costs have two components; labour costs are driven by wages, while intermediate costs are computed as an input-output weighted aggregate of input sectors’ prices. Employment is a function of output and real sectoral wages, that are forecast as a function of whole economy growth in wages. Investment is forecast as a function of output and aggregate level business investment.

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