Transfer of shares and capital interests in Iranian companies
Transfers of shares and transfers of capital interests are not legally identical. The company type, form of capital, articles-of-association restrictions, required consents and transfer documents determine the transfer’s validity and whether it can be relied upon.
Request a consultationTransfer of shares and capital interests in Iranian companies
Transfers of shares and transfers of capital interests are not legally identical. The company type, form of capital, articles-of-association restrictions, required consents and transfer documents determine the transfer’s validity and whether it can be relied upon.
Important aspects of this matter
Point 1
Identifying the type of company and whether the matter concerns transfer of shares or transfer of a quota interest in a limited-liability company.
Point 2
Review of the articles of association, company agreement, and transfer restrictions
Point 3
Verification of ownership, Number or amount of shares and status of related obligations
Point 4
Preparation of transfer documents and carrying out the necessary registration formalities
Legal points and course of action
Under Articles 102 and 103 of the Iranian Commercial Code, transfer of a quota interest in a limited-liability company to a third party is subject to statutory conditions and must be made by an official instrument. For joint-stock companies, the type of shares and statutory or articles-of-association restrictions must be analysed separately.
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
partner or shareholder exit from an Iranian company
Routes for a member’s exit, transfers of shares or capital interests, capital reduction and the effects of earlier liabilities.
Registration of company changes and meeting minutes
General-meeting and board minutes; changes to directors, capital, address, business objects and authorised signatories.
partner or shareholder dispute in an Iranian company
Disputes over management, profits, voting rights, document access, general-meeting decisions and performance of members’ agreements.
Invalidation of company minutes and resolutions
Challenging general-meeting or board decisions that breach the law, articles of association or essential procedural requirements.
Relevant legal sources
Iranian Commercial Code («قانون تجارت»)
Iranian Act Amending Part of the Commercial Code
Iranian Civil Code («قانون مدنی»)
This list identifies the principal legal provisions relevant to the page. The applicable law and amendments must be checked against the dates, subject matter and circumstances of each case.
The official texts and latest amendments are available in the National Database of Iranian Laws and Regulations.
Frequently asked questions
Methods of contact
For legal advice or follow-up on a case, contact us using one of the methods below.