Fatemeh Rakideh
trainee lawyer at the Iranian Central Bar Association
change of managing director and board members in an Iranian company

change of managing director and board members in an Iranian company

A change of managing director or board members must be decided by the competent company body under the rules for that company type and its articles of association. Changes in office often also affect authorised signatories and operational responsibilities.

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change of managing director and board members in an Iranian company

A change of managing director or board members must be decided by the competent company body under the rules for that company type and its articles of association. Changes in office often also affect authorised signatories and operational responsibilities.

Important aspects of this matter

Point 1

The company type and the latest registered composition of its management

Point 2

Articles of association and the competent authority for the appointment or dismissal of the position in question

Point 3

Term of office, acceptance of appointment and statutory requirements for new appointees

Point 4

Determining the signatory and registering and publishing the necessary changes

Documents and legal decisions related to change of managing director and board members in an Iranian company

Legal points and course of action

The decision date, expiry of the previous appointment and date of registration of changes may affect directors’ liabilities and the validity of their acts. Internal documents and registration records must be consistent.

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

Frequently asked questions

The answer depends on the company type and applicable rules. In a joint-stock company, appointment of the managing director is directly linked to the composition and powers of the board.
Review the decision on the appointment and authorised signatories, together with registration of changes. To avoid conflicts, signing authority must be amended explicitly and consistently.
The available steps depend on the decision, quorum, articles of association and documents. One person’s lack of cooperation does not always prevent other company bodies from making a lawful decision.

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