Corporate affairs continue from the time of choosing the structure and preparing the founding documents to the disagreement of partners, change of directors, transfer of shares or ownership interest in a company or partnership interest and the termination of the company's activity. Each decision must be in accordance with the type of company, articles, the latest registration status and rights of the partners.
In corporate disputes, it is important to determine whether the right in question belongs to the company itself or to a partner or manager. This distinction affects the choice of claim by the litigant and the method of prosecution.
Recording of changes, authorized signatories, liability managing director, cancellation of approvals, claiming profits<KD dissolution and bankruptcy also have separate rules and should not be decided solely on the basis of a sample of minutes or oral agreement.
Request a consultation with Fatemeh RakidehWhenever a decision affects the ownership, management, capital, voting rights, profits, signing rights, directors' liability or the continuation of the company's activities, reviewing the documents before action can prevent disputes and the recording of an incorrect decision.
Analysis of the company structure: The type of company, the articles of association, the company deed, the advertisements and the ownership structure determine what rules govern the decision.
Reviewing decisions and meeting minutes: The authority of the assembly or board of directors, invitation, quorum, vote, signature and registration of the decision must be in accordance with the law and the company's documents.
Managing disputes among partners: Disputes about profits, management, transfer of shares, access to information or withdrawal of a partner must be separated based on the precise rights of each person.
Verifying authority and signing power: Before the contract or financial obligation, it must be determined who and in what combination is authorized to sign the company's documents.
Separating the liability of the company from that of its directors: The liability of a legal entity and the personal liability of a partner or manager are not the same and the origin of the obligation must be analyzed separately.
Planning an exit or the cessation of operations: Transfer of shares, Capital reduction, dissolution, liquidation or bankruptcy have different effects and the appropriate path must be chosen.
The contracts that the company enters into with partners, directors, investors or other persons must be in accordance with the scope of authority of the signatories, the structure of the company, the obligations of the parties and the business risks.
More informationFrequently asked questions with a specific search intent in the company area are placed on separate pages. Choose a title that corresponds to the actual situation of your company or dispute.
Disputes about management, Profits, Voting rights, Access to documents, Assembly decisions and implementation of partners' agreements.
Methods of exit of a partner, Transfer of shares or ownership interest in a company or partnership interest, reduction of capital and effects of previous liabilities.
Transfer of shares in joint stock companies and ownership interest in a company or partnership interest in limited liability companies.
Minutes of meetings and board of directors, Change of directors, Capital, Address, Subject and authorized signatories.
Objection to the decisions of the assembly or board of directors in case of violation of the law, of the articles of association or basic procedures.
The limits of directors' liability to the company and third parties and the difference between company debt and personal liability.
Authorized signatories, Signing contracts and binding documents and the limits of authority of managing director and board of directors.
Election, dismissal or replacement of managing director and members of board of directors and registration of positions and signature holders.
Financial and managerial rights shareholder , distributable profits, voting rights and access to information within the limits of the law.
Choosing the right legal structure, Difference between private and limited liability companies and preparing the company's initial documents.
Change in the company's capital, Inflow or outflow of resources, Effects on the percentage of ownership and decision and registration procedures.
Termination of the company's activity, Decision or ruling dissolution, Appointment of the manager liquidation, Debts and division of the remaining assets.
Separating the debt of the legal entity from the liability of the partner, shareholder, managing director and personal guarantees.
Suspension of debt payment, Effects of the ruling bankruptcy, The status of managers, creditors and its difference from the normal dissolution.
Command of commercial-company structures: A dispute in a limited liability or general partnership company cannot be analyzed with a single copy. The type of company,, the articles of association,, the articles of association and the governing law must be clear from the beginning.
Identifying the competent authority and valid decision: It should be made clear that any decision is within the competence of the general assembly, board of directors, managing director or the partners and that the invitation, quorum, of the vote and the minutes comply with the company regulations.
Separating the company’s rights from those of individuals: The company has an independent legal personality; Therefore, the debt of the contract and the right belonging to the company must be separated from the personal liability or right of the partner and the manager.
Managing the transfer of ownership interests and a partner’s exit: Transfer of shares or ownership interest in a company or partnership interest, Capital reduction and withdrawal of partners have different registration and financial effects and must be coordinated with the type of company and the purpose of the parties.
Checking authority and signing power: Before a contract or financial transaction, the latest status of directors and authorized signatories should be checked to ensure that no one outside the scope of authority creates obligations for the company.
Planning the course from dispute through enforcement: Sometimes amending the minutes or negotiating is sufficient, and sometimes a lawsuit to annul, claim the right, liability of the directors, dissolution or bankruptcy is raised. The path should be chosen based on the desired result.
Iranian Commercial Code («قانون تجارت»)
Bill amending part of Iranian Commercial Code («قانون تجارت»)
Iranian Companies Registration Act
This list, shows the main provisions related to the subject of the page. The governing law and subsequent amendments must be adapted to the time of occurrence, of the subject and the situation of each case.
The official text and latest amendments of the laws are available at National Information Database of Laws and Regulations of the Country is available to view.
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