Abstract:
The importance of personality and legal personhood in the modern world and the reliance of the free market on private law legal entities has driven many countries toward recognizing commercial companies whose nature is entirely credit-based and far from the traditional nature of other commercial companies, such that the element of a contract or partnership agreement is generally absent or becomes ineffective. Recently in Iran, with the preparation of the draft bill to amend the Commercial Law and the prediction of a single-member company within it, it seems that a significant transformation will occur in commercial company law. A single-member company is a company that requires the membership of only one person for its formation and continued existence. This writing aims to answer the question: what compatibility does the legal nature of a single-member company have with the legal and jurisprudential foundations of the Iranian legal system? By examining the legal nature of legal personality through a comparative study based on the (organizational) theory, we conclude that the possibility of forming and managing a single-member company in Iranian law is provable and in accordance with the rule.
Machine summary:
Analysis of the legal nature of single-member companies and the possibility of their formation and management in Iranian Commercial Law 1 Iman Gharibnavaz Abstract: The importance of personality and legal personality in the modern world and the reliance of free markets on legal entities for private rights has driven many countries in the world towards recognizing commercial companies whose nature is entirely credit-based and far from the traditional nature of other commercial companies, in such a way that the element of the company contract or partnership agreement is either completely absent or rendered ineffective.
Despite this, considering the fluidity of commercial custom in today's advanced world and the necessity of enacting uniform regulations to guarantee the international economy, we must inevitably rescue our old commercial systems from the clutches of fundamental and principled debates regarding the nature of commercial companies; because with the lightning speed of the swift chariot of trade and legal entities in the current world, a time will come when commercial companies existing in traditional systems, when facing modern systems, will encounter companies that are mostly formed and continue their existence with a single member and one hundred percent capital belonging to one person.
Today, based on many laws, if for any reason a company becomes a single-member company after its establishment, it is possible for it to continue its existence; for example, in Article 1 of the English Companies Act 1985, it is provided that "if a commercial company continues its activities for more than six months without having at least two partners, the remaining sole partner, during the period following said duration, knowing that the company continues its activities with him as the sole partner, shall be jointly liable with the company for debts arising from the company's contracts during the aforementioned period.
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