The law makers are trying to compile special and independent commerce law pertinent to each other in the form of law for attracting foreign investment in their countries to grow foreign commerce and attract foreign investor and merchant. Comparative discussion of law maker point of view in “foreign investment law approved 2002 of Iran” and “new draft trade law of Iran approved 2011” from legal definition of foreign investor and merchant especially in cases pertinent to intervention and referred to each other are of the most important issues of this article. Based on result, as for necessity of attraction Iranian and Non-Iranian merchant by investment with foreign origin, criticism was taken to the new draft trade law of Iran approved 2011 as new law which fundamentally should have dynamic and reliability property based on the needs of modern business and international trade, lack of explicitly pointing to legal gap about legal discrimination between foreign investor and Iranian investor qualified is in the form of foreign investor which in these conditions Iranian investor must be have legal description merchant in discriminatory approach that it is between an Iranian and foreign investor in terms of providing documentation from Iranian and this legal description must be evaluated from a legal standpoint by new draft trade law of Iran approved 2011, to benefit from Iran’s foreign trade facilitation and the way of law enforcement is contrary to the manner of foreign investment and this is the other ambiguity cases law which is discriminate with foreign investment low and needs restoration. Specifically suggest this article, separation, adding and determine the condition of subjects the definition of foreign investor and merchant and clarification of the relationship between foreign investment law approved 2002 of Iran and new draft trade law of Iran approved 2011 as commercial law.