Corporate matters extend from choosing a legal form and preparing incorporation documents to member disputes, director changes, transfers of shares or capital interests and ending company operations. Each decision must fit the company type, articles of association, current registration records and members’ rights.
In corporate disputes, it is essential to identify whether the right belongs to the company, a member, a shareholder or a director. This affects the relief sought, the parties to proceedings and the procedure to follow.
Registration of changes, authorised signatories, the managing director’s liability, invalidation of resolutions, profit claims, dissolution, and bankruptcy each have distinct rules and should not be decided merely by reference to a sample set of minutes or an 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 company type, articles of association, company agreement, official notices and ownership structure determine which rules govern the decision.
Reviewing decisions and meeting minutes: The general meeting’s or board’s competence, meeting notice, quorum, voting, signatures and registration must comply with the law and company 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 entering a contract or financial commitment, identify who may sign for the company and whether signatures must be individual or joint.
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: Interest transfers, capital reductions, dissolution, liquidation and bankruptcy have different effects. Choose the route appropriate to the circumstances.
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 raised company-law topics addressing specific searches are covered on separate pages. Choose the topic that matches your company’s actual situation or dispute.
Disputes over management, profits, voting rights, document access, general-meeting decisions and performance of members’ agreements.
Routes for a member’s exit, transfers of shares or capital interests, capital reduction and the effects of earlier liabilities.
Transfers of shares in joint-stock companies and capital interests in limited-liability companies.
General-meeting and board minutes; changes to directors, capital, address, business objects and authorised signatories.
Challenging general-meeting or board decisions that breach the law, articles of association or essential procedural requirements.
Directors’ liability to the company, shareholders and third parties, and the distinction between company debts and personal liability.
Authorised signatories, execution of contracts and binding instruments, and the limits of the managing director’s and board’s powers.
Appointment, removal or replacement of the managing director and board members, and registration of their offices and authorised signatories.
Shareholders’ financial and management rights, distributable profits, voting rights and access to information within statutory limits.
Choosing the appropriate legal structure, distinguishing a private joint-stock company from a limited-liability company and preparing formation documents.
Changes to company capital, funds introduced or withdrawn, effects on ownership percentages, and decision-making and registration formalities.
Ending company operations, a dissolution resolution or judgment, appointment of a liquidator, debts and distribution of the remaining assets.
Separating the debt of the legal entity from the liability of the partner, shareholder, managing director and personal guarantees.
Cessation of payments, the effects of a bankruptcy judgment, the position of directors and creditors, and the distinction from ordinary dissolution.
Command of commercial-company structures: A dispute in a joint-stock company, limited liability company, or general partnership cannot be analysed with a single formula. The company type, articles of association, company agreement, and governing law must be identified from the outset.
Identifying the competent authority and valid decision: The competent body for each decision—general meeting, board, managing director or members—must be identified. Convening the meeting, quorum, voting and minutes must comply with the company’s rules.
Separating the company’s rights from those of individuals: A company has separate legal personality. Its debts, contracts and rights must therefore be distinguished from the personal liabilities and rights of members, shareholders and directors.
Managing the transfer of ownership interests and a partner’s exit: Transfers of shares or capital interests, capital reductions and members’ exits have different registration and financial effects. The method must fit the company type and the parties’ objectives.
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 amended minutes or negotiation suffice. Other cases may call for invalidation, enforcement of a right, directors’ liability, dissolution or bankruptcy proceedings. Choose the route by the result sought.
Iranian Commercial Code («قانون تجارت»)
Iranian Act Amending Part of the Commercial Code
Iranian Companies Registration Act
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.
For legal advice or follow-up on a case, contact us using one of the methods below.
