Fatemeh Rakideh
trainee lawyer at the Iranian Central Bar Association
company debts and liability of partners or shareholders under Iranian law

company debts and liability of partners or shareholders under Iranian law

Liability for company debts depends on the company type and the source of the obligation. Limited-liability companies, joint-stock companies and general partnerships have different consequences for their members; a personal guarantee or undertaking may also change the result.

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company debts and liability of partners or shareholders under Iranian law

Liability for company debts depends on the company type and the source of the obligation. Limited-liability companies, joint-stock companies and general partnerships have different consequences for their members; a personal guarantee or undertaking may also change the result.

Important aspects of this matter

Point 1

Company form and the time the debt arose

Point 2

The contract, cheque, guarantee, or instrument from which the obligation arises.

Point 3

The signatories’ capacities and the limits of their authority

Point 4

Existence of personal guarantee, Joint and several liability or special legal basis

Legal documents and decisions related to company debts and liability of partners or shareholders under Iranian law

Legal points and course of action

A company’s legal personality means that its obligations are in principle pursued against the company’s own assets, although the type of company and an individual’s conduct or undertaking can create exceptions. The label “partner” or “managing director” alone is therefore insufficient to determine liability.

In every case, compare the company’s current registration records, internal documents and actual events. Similar case labels do not mean that the relief sought, opposing party or legal outcome will be the same.

Related topics

Frequently asked questions

In a limited-liability company, members’ liability is governed by their capital contributions and the rules for that company type. A personal undertaking, guarantee or particular circumstances may nevertheless give rise to separate liability.
Merely being managing director is not always enough. The basis for personal liability, signing an undertaking, guarantee or specific violation must be verified.
The nature of the liability of partners in a general partnership is different from that of a limited liability company and has broader implications for the company's debts; the type of company must be determined from the outset.

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