Company signing authority and limits of directors’ powers
The validity of a signature on a company contract or document depends on the signatory’s position, scope of authority and how authorised signatories were designated. Being a director or member is not, by itself, always enough to sign every document.
Request a consultationCompany signing authority and limits of directors’ powers
The validity of a signature on a company contract or document depends on the signatory’s position, scope of authority and how authorised signatories were designated. Being a director or member is not, by itself, always enough to sign every document.
Important aspects of this matter
Point 1
The latest Official Gazette notice and notice of changes to authorised signatories
Point 2
The articles of association and board resolutions on the limits of authority
Point 3
Document type: contract, cheque, promissory note, bank undertaking or private correspondence
Point 4
Signature method; individual, joint and accompanied by the company seal if specified
Legal points and course of action
In relations with legal entities, verification of the signatory's authority is part of assessing the validity of the contract. Internal restrictions and their effect on third parties should also be assessed according to the type of company and the relevant regulations.
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
Liability of the managing director and board members
Directors’ liability to the company, shareholders and third parties, and the distinction between company debts and personal liability.
change of managing director and board members in an Iranian company
Appointment, removal or replacement of the managing director and board members, and registration of their offices 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.
Registration of company changes and meeting minutes
General-meeting and board minutes; changes to directors, capital, address, business objects and authorised signatories.
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.