Worldwide: OFAC Puts Companies On Notice: Due Diligence In Iran Can Trigger Sanctions Violations

Key Points

  • This enforcement action highlights the heightened sanctions compliance and enforcement risk that companies face when engaging third-party consultants to perform due diligence on counterparties. U.S. persons must make clear to consultants providing services that due diligence must exclude work performed in Iran or by Iranian nationals ordinarily resident in Iran.
  • Although the activities in question occurred prior to OFAC's issuance of GL-H, OFAC made clear that such activities would not have been authorized under GL-H, raising questions regarding whether companies relying on GL-H must ensure that the benefit of a transaction is not received by their U.S. parent company.
  • OFAC further uses this enforcement action to clarify limitations on the scope of permissible sanctions compliance guidance by legal and compliance professionals in accordance with OFAC's Guidance on the Provision of Certain Services Relating to the Requirements of U.S. Sanctions Laws, suggesting that providers of due diligence services should qualify any recommendations to conduct diligence on Iranian counterparties to ensure that such diligence does not involve U.S. prohibited importation of Iranian-origin services.

On August 10, 2017, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) announced that IPSA International Services, Inc. (IPSA) agreed to pay a $259,200 civil settlement in connection with 72 apparent violations of the Iranian Transactions and Sanctions Regulations (ITSR). IPSA is a U.S. company that provides global investigative due diligence services for countries that run "citizenship by investment" programs. OFAC alleges that IPSA violated the ITSR when it benefited from imports of Iranian-origin services (Contract 1) and by facilitating payments made by its foreign subsidiaries related to Iranian-origin services (Contract 2).

Overview of Enforcement Action

According to the OFAC enforcement action, IPSA was involved in two contracts managed and performed by IPSA's foreign subsidiaries to conduct due diligence on Iranian nationals in Iran.

Both of the contracts at issue featured "Iranian-origin services" because IPSA's foreign subsidiaries hired third parties to "validate" information that "could only be obtained or verified within Iran." 1  This, in turn, meant that both contracts involved "Iranian-origin services" as defined under the ITSR, which is defined to include all services performed within Iran, or outside Iran by an entity organized under the laws of Iran or an Iranian citizen, national or permanent resident ordinarily resident in Iran. 2

IPSA's apparent violations arose under two separate theories of civil liability under Contract 1 and Contract 2. Under Contract 1, OFAC determined that IPSA directly benefitted from due diligence conducted in Iran, resulting in an impermissible "importation into the United States of . . . services of Iranian origin." 3  Notably, OFAC does not state whether, or to what extent, IPSA received information concerning the due diligence activities in Iran, which suggests that the mere benefit of those activities to IPSA was sufficient to qualify as an impermissible importation of Iranian services. Under Contract 2, OFAC determined that IPSA "reviewed, approved, and initiated" its foreign subsidiaries' payments to providers of Iranian-origin services. This, according to OFAC, violated the prohibition against U.S. person facilitation under the ITSR. 4

Heightened Risk Associated with Due Diligence Activities in Iran

This enforcement action highlights the heightened sanctions compliance and enforcement risks that companies face when conducting due diligence activities that involve Iran. In accordance with this enforcement action, companies should note that OFAC considers due diligence activities that occur within Iran as "Iranian-origin services" and may take enforcement action against U.S. persons that deal in such services or benefit from those services in the United States.

OFAC Comments on the Limits of General License H

OFAC used the enforcement action as an opportunity to comment on the limits of General License H. The activities in this case occurred in October 2012, well before OFAC issued GL-H. Nevertheless, OFAC used this enforcement action to clarify that "the conduct underlying the apparent violations "is not eligible for OFAC authorization under existing licensing policy" 5 and noted that U.S. persons are allowed to engage in only limited activity under GL-H, while stressing that "the general prohibition of facilitation remains in place." 6

Finally, the enforcement action is also notable because OFAC clarified the limits of permissible sanctions compliance advice provided by legal and compliance professionals. OFAC cited its January 2017 Guidance on the Provision of Certain Services Relating to the Requirements of U.S. Sanctions Laws, which states that legal and compliance professionals may "conduct research to make a determination as to the legality of transactions under U.S. sanctions laws, provided there is no [unauthorized] importation of services." 7

In practice, legal and compliance professionals may recommend that clients conduct thorough due diligence on counterparties to ensure effective compliance with OFAC sanctions. Through this enforcement action, OFAC suggests that these recommendations should be qualified to ensure that the diligence conducted does not involve any prohibited importation of Iranian-origin services, such as through on-the-ground research in Iran.


1 OFAC Enforcement Information (Aug. 10, 2017), (emphasis added).

2 31 C.F.R. § 560.306(c).

3 31 C.F.R. § 560.201.

4 31 C.F.R. § 560.208.

5 OFAC Enforcement Information (Aug. 10, 2017), (emphasis added).

6 Id.

7 OFAC Enforcement Information (Aug. 10, 2017), (emphasis added).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

*** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.