Based on the governance approach, the effective administration of affairs in various fields requires the constructive participation of other stakeholders and the development and promotion of their institutional capacity in the successful administration of affairs, the accurate implementation of measures, and the resolution of problems in achieving the goals. The article aims to provide a framework for improving the institutional capacity of the private sector in the development of Iran's upstream oil and gas industries, emphasizing the governance approach. Article in terms of practical purpose and from the point of view of the method; It is qualitative in its approach to documentary scanning. The statistical population was all the upstream documents related to the oil and gas industries, which were selected using a targeted method. The resulting data have been analyzed using the theme analysis method and theme network approach. The results of the findings have shown that the improvement of the institutional capacity framework of the private sector depends on the interaction of various factors at three levels: A) Individuals, including: 1) investors; 2) executive bodies; 3) senior managers in policy-making authorities; 4) mutual obligations of the parties; 5) partnership working groups; B) Organization, including: 1) technical infrastructure; 2) political-legal requirements in policy-making; 3) strong contractual mechanisms; 4) financial mechanisms; 5) approval of relevant authorities; 6) facilitation mechanisms; C) contextual, including: 1) the areas of partnership; 2) functions of the partnership; 3) modes of partnership; 4) preservation of values; and 5) areas of utilizing the capabilities of the private sector.