Liability of the managing director and board members
The company's debts and obligations are not always automatically personal debts of the managing director or members of the board of directors. To determine liability, the type of company, the origin of the obligation, the limits of authority, internal decisions and possible violations of the director must be examined.
Request a consultationLiability of the managing director and board members
The company's debts and obligations are not always automatically personal debts of the managing director or members of the board of directors. To determine liability, the type of company, the origin of the obligation, the limits of authority, internal decisions and possible violations of the director must be examined.
Important aspects of this matter
Point 1
Type of company and exact position of the person at the time of creating the obligation
Point 2
Latest announcement of directors, signatories and limits of authority
Point 3
The contract, resolution or act that gave rise to the debt or loss
Point 4
Any personal undertaking, guarantee, statutory breach or act beyond authority
Legal points and course of action
Directors may be liable to the company, shareholders or third parties, on different grounds in each case. The title of 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
Invalidation of company minutes and resolutions
Challenging general-meeting or board decisions that breach the law, articles of association or essential procedural requirements.
Company signing authority and limits of directors’ powers
Authorised signatories, execution of contracts and binding instruments, and the limits of the managing director’s and board’s powers.
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 Act Amending Part of the Commercial Code
Iranian Commercial Code («قانون تجارت»)
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.