The Fundamental Distinctions of Unlimited General Partnership in Iranian Law and French law

Subject Areas : Journal of Law and Politics

مهدی منتظر ¹ , غزال زاهدی ² , Salome Atash Zar ³

1 - استادیار گروه حقوق خصوصی، دانشکده علوم انسانی، واحد دماوند،دانشگاه آزاد اسلامی،تهران،ایران. (نویسنده مسئول) [e-mail]
2 - دانشجوی دکتری حقوق خصوصی، دانشگاه آزاد اسلامی، واحد بین المللی کیش) [e-mail]
3 - Master of Private Law, Faculty of Law, Damavand Branch, Islamic Azad University, Tehran, Iran.

Received: 2020-09-21 Accepted : 2020-09-21 Published : 2020-08-22

Keywords:

Abstract :

The first company in the French Commercial Code is the unlimited general partnership which the partners shall be deemed merchant and shall have joint and several liabilities, while in Iran’s Commercial Code, partners of a Unlimited general partnership shall not be deemed merchant. In this case, the basic issue is that the French legislature for some reason to some extent has deprived the principle of in dependence of the legal personality of the company. And as a result, its possibility of referral the partnership's creditors to the partners before the winding up the company has been prescribed, while Iranian legislature under no circumstances, possibility of referral the creditors of the partnership to partners as long as the legal personality of the company remains, not provided. Thus, the legislator has no way to refer to the partners of the unlimited general partnership until the end of the company's liquidation and the extinguishment of the legal personality of the partnership has not remains which is in fact a matter of fundamental distinction is between Iranian and French law. In other cases, including the responsibility and authority of the managers, conditions for dismissal and appointment of managers, general meeting and auditors of the company, winding up the unlimited general partnership and finally the positions of the Iranian and French legislators will be studied.