The responsibility of the directors of joint stock companies in the light of the two rules of ultraviolet and piercing the corporate veil in Iran with a look at the law of England

Subject Areas : Journal of Law and Politics

Mohammad Rajabali Damavandi ¹ , Pejman Pirooz i ² , Famous glory ³ , Mahshid Sadat Tabaei ⁴

1 - PhD student , Department of Private Law Group, Shahr-e-Qods Branch,Islamic Azad University,Tehran,Iran. [e-mail]
2 - Assistant Professor, Department of Private Law Group, Shahr-e-Qods Branch,Islamic Azad University,Tehran,Iran , (Responsible author) [e-mail]
3 - Assistant Professor, Department of Private Law Group, Taft Branch,Islamic Azad University,Yazd,Iran . [e-mail]
4 - Assistant Professor, Department of Private Law Group, Tehran Electronic Branch,Islamic Azad University, Tehran ,Iran [e-mail]

Received: 2021-06-25 Accepted : 2021-11-25 Published : 2022-03-21

Keywords: Ultra vires", Responsibility", Commercial Companies", Managers', ", piercing the corporate veil",

Abstract :

AbstractAccording to Articles 583 and 588 of the Iranian Commercial Code, all commercial companies have legal personality. This legal provision means that the rights and obligations of commercial companies are independent of the natural persons who created them. Therefore, if a commercial company enters into a contract with third parties, under any circumstances, the company will be responsible for fulfilling its obligations and this issue will not have any relationship with shareholders or managers. The main question of this research is that if in some cases the managers abuse the current situation and impose obligations on the company contrary to the law or the articles of association or the approvals of the general assemblies, will they be responsible at the same time and if the answer is positive, the type of responsibility How will it be? Two hypotheses can be considered in this regard: in the first hypothesis, the responsibility of the company is considered absolute and the company itself has full responsibility. In the second hypothesis, the responsibility of the company and its managers is relative, and this relativity is obtained by considering the two rules of piercing the corporate veil of legal personality and the rule of ultra vires. This research seeks to achieve the best hypothesis by invoking the laws and the rule of fairness.