قانون تجارت

The extensive use of cheques and the necessity of overseeing the entire process from issuance to collection have drawn particular attention from lawmakers regarding this commercial instrument. The purpose of the Cheque Issuance Law is to prevent the issuance of dishonored cheques and to move toward fully electronic documentation. Consequently, the Sayyad system was established, making cheque registration obligatory within it. However, due to the lack of cultural awareness and the traditional mindset of many users regarding this commercial document, a new problem emerged: the non-registration of cheques in the system. The primary question raised is the “legal essence of an unregistered cheque in terms of being a civil or commercial document.” The answer to the previous question impacts the rights of the cheque holder, leading to another question: “The possibility of filing a lawsuit to require the registration of a cheque?” In this research, adopting a descriptive-analytical approach, studied library resources and relevant laws and by collecting legal experts’ opinions and arguing based on legal texts, arrived at clear answers to the aforementioned questions. The final conclusion, after presenting detailed evidence from both sides of the dissension, rejects the arguments of those who consider this unregistered document as commercial. By proving its civil essence, the claim that it is possible to file a lawsuit to require the registration of a cheque will also be dismissed. Therefore, efforts should be made to promote public awareness of cheque registration and encourage trust in CBI systems.

Today, insurance coverage is crucial in commercial and economic activities; however, like many economic functions, insurance requires significant financial resources. Generally, there are two main ways to provide these resources: proprietary and non-proprietary methods. Non-proprietary funding can come in various forms, such as loans, debt from credit purchases, pre-received amounts, or unpaid taxes. Typically, lenders assess the applicant’s status and take appropriate guarantees at the time of credit allocation. However, insurance companies operate differently because their resources are derived from two primary sources: proprietary contributions (capital and equity) and debts (both current and non-current). Most of these liabilities stem from unfulfilled obligations to insurers, known as technical reserves, which are accumulated through the sale of insurance policies. As a result, policyholders and insurance beneficiaries often worry about the insurer’s ability to meet their obligations for several reasons. First, the exact amount of the insurer’s obligation is often unknown, making it difficult to estimate potential future losses or whether these losses will actually occur. Second, due to various factors (e.g., the uncertainty of future damages), it is challenging to obtain adequate guarantees from the insurer. Third, there is often no direct correlation between the insurance premium and potential losses. Fourth, acceptance of extraordinary insurance obligations usually represents only a small portion of the insurer’s overall resources. It should be noted that managers and insurers exercise control over resources that belong to others, yet they do not provide guarantees for these resources. Meanwhile, creditors have no role in the company’s management. These factors, although essential to the insurance industry, underscore the need for regulations that protect the rights of all stakeholders and prevent abuse or negligence by the owners and managers of insurance companies. Consequently, in most countries, these services can only be offered by special institutions and commercial companies that operate under strict regulatory frameworks. It is particularly important to establish performance guarantees and specific mechanisms to fulfill obligations, especially long-term commitments, because many businesses depend on insurance coverage to support their operations. When insurers fulfill their responsibilities effectively, they provide a guarantee for stable economic and financial activities. At the same time, these regulatory requirements should not undermine the principles of corporate governance within the industry or overly restrict the decision-making powers of insurance company managers. This is especially critical in the context of privatization and reduced government involvement, which have made the regulations of corporate governance even more relevant. Such regulatory requirements, together with the development-oriented approach in this relatively young industry, highlight the importance of establishing special regulations to govern relationships among insurance stakeholders, particularly in the areas of company operations and contracts.

Literature Review:

Most research in the field of insurance has focused primarily on insurance contracts, while studies on insurance companies themselves are limited and tend to concentrate on corporate governance rules. However, the structure of insurance companies and the specific regulations that govern them as providers of insurance services are just as important as the contracts they issue.

The present study used a descriptive–analytical approach and a library research method to examine and explain the specific regulations governing insurance companies.

Well-designed insurance regulations, alongside other economic factors, can help alleviate the concerns of stakeholders—especially merchants involved in commercial transactions, which inherently carry risk. This can, in turn, foster business development and economic growth. In Iran’s legal system, insurance regulation was initially limited and sporadic until the 1970s. A key turning point came with the Establishment Act of Bimeh Markazi Iran/Central Insurance of IR Iran & Insurance Operations in 1971. This law’s significance lies not just in its 73 articles but in its establishment of a quasi-legislative body (i.e., the Supreme Council of Insurance), which has since issued numerous approvals, particularly concerning the establishment of insurance companies. In addition to general commercial laws that apply to insurance companies, recognized as one form of joint-stock company, two main regulatory streams govern insurance companies. On one side are the special legislative approvals passed by the parliament specific to the insurance sector; on the other, over a hundred resolutions by the Supreme Council of Insurance, a substantial portion of which focus on the establishment and structure of insurance companies. These regulations have brought significant changes to the conditions for founding and organizing such companies, though they have, in some cases, led to disputes. A separate study is needed to examining the legal status and scope of the approvals of the Supreme Council of Insurance. The present research focused on the specific regulations governing insurance institutions, addressing the challenges and ambiguities that arise during their establishment and formation.

To establish an insurance company, it is essential to meet the general requirements stipulated in the commercial law, as well as specific conditions. The latter include a certain quorum of founders, the minimum amount of capital, the approval of the provisions in the model statutes, and the verification of the special qualifications of the managers at first. Additionally, specific conditions for the insurance agency must be addressed.

Business Law, is a codified set of dos and don'ts for commercial business activities. This law has always been important to scientific societies due to the high incidence of the citizens' society. Since the business system of Muslims is considered by the Holy Sharia, the set of business laws of Iran is not oblivious to the inclusion of the view of the Sharia and considers it necessary to adapt these laws to the jurisprudence standards. The religion of Islam considers itself to have a comprehensive and comprehensive plan for all human issues. Since the upcoming commercial laws are derived from French secular laws and international conventions, the need for jurisprudential revision of these laws will be considered a serious demand. What is included in the short time of this research is the jurisprudential examination of the legitimacy of the endorsement/allocation of the shares of the managers of joint stock companies, which has not been research so far in no legal jurisprudence research, with a comparative procedure and also with an emphasis on inferential jurisprudential evidences regarding the objective rejection of the collateral. According to Article 114 of Iran's Commercial Law Amendment Bill and the second note of Article 47 of Afghanistan's Commercial Law, directors of joint-stock companies are required to approve a certain number of shares during their term of office. The view of Sharia and civil law will face a serious challenge. Also, this view on the conditions of the mortgage contract can be found in the civil law. this research on the grownd of objectines is developmental and based on need the hypottesis is descriptihe.

The most significant jurisprudential challenge regarding joint-stock companies lies in identifying their nature and position among Islamic jurisprudential company models, as well as determining whether a joint-stock company is a contractual agreement or merely an organization formed for conducting business with the assets of a group of shareholders. Among jurists and legal experts, there is a lack of consensus on this issue. Even if the theory of joint-stock companies being a contractual agreement is favored, difficulties arise in aligning this company type with jurisprudential company models. Key obstacles to accepting joint-stock companies as contracts include the existence of assets distinct from the shareholders’ personal assets, the independent legal personality of the company, the mandatory regulations governing company management, and shareholders' adherence to majority decisions.According to contemporary jurists, among Islamic contracts and company models, ‘inan partnerships and mudarabah contracts share the closest structural similarities with joint-stock companies. However, the emphasis of commercial law on selecting board members exclusively from among the shareholders presents a significant challenge to aligning joint-stock companies with mudarabah and ‘inan contracts.This descriptive-analytical study concludes that while aligning joint-stock companies with the ‘inan partnership is feasible, considering them as a new and innovative partnership contract, based on the principle of validity and freedom to enter into legitimate contracts, is more justifiable than other approaches.

In various Commerce Act articles use of some rights are limited to a particular period, without determining whether that is time lapse or not. For example, bankruptcy judgment issuance of a merchant who has died in a bankruptcy state, revocating transactions prior to merchant’s payment suspension if include extensive loss, asking annulment of executive manager or director’s board members’ transactions with company, and asking Judgment against endorsers and their sureties for special commercial documents payment depend on adhering a defined period/periods. Besides, only in a special period consignee can setup and demand for non-apparent damages and petition for a general, proportional or limited partnership dissolution which one of its partners has died or incapacitated depends on disagreement with company’s continuance within a fixed period. If all above periods were time lapse we could obey non of them because Guardian Council has abrogated time lapse in civil (including commercial) matters. This experimental research analysis shows time lapse is for a manner right principally exists legally and flows but Legislature setting period prevents its flow whereas in some of above cases right is created exceptionally and within that particular period (time span). Right’s time span in comparison has particular rules.

The institution of temporary order, which is also interpreted as urgent proceedings, is the institution that the petitioner requests from the court to prevent the violation of his rights in cases of urgency.The provisions of this order are stated in articles 310 to 325 of the Civil Procedure Law and it is possible to implement it in the lawsuits of commercial companies.Among the examples that can be mentioned in the field of lawsuits of commercial companies, the request to issue a temporary order to prevent the invitation of the ordinary general assembly of a joint-stock company, to prevent the issuance of shares in the capital increase of joint-stock companies, to prevent the issuance of shares of a private joint-stock company in Stock Exchange, preventing the issuance of share certificates or temporary share certificates in joint stock companies, preventing the issuance of share certificates or temporary certificates of anonymous shares in joint stock companies, preventing the arrangement of preferred shares in joint stock companies, preventing the publication of invitations Convening the second meeting of the ordinary general assembly in joint stock companies, preventing the distribution of annual special profits among the shareholders in joint stock companies, preventing the publication of announcements for inviting general meetings in joint stock companies, preventing the meeting of the board of directors in joint stock companies, They are aimed at preventing the capital increase of joint-stock companies, preventing the transfer of property and assets of the partners of the limited liability company, and preventing the distribution of benefits among the partners of the joint ventures.

Commercial documents, which are means of payment in commercial transactions, are considered a tool to help regulate commercial relations such as buying and selling, transportation and providing services and establishing order between merchants, and this role makes the mentioned documents more important and the existence of regulations It is necessary to be precise and comprehensive about them. In this research, the author is trying to refer directly to the sources and references in a library way and by using descriptive-analytical analysis to all the mentioned cases in this regard and how the signatories of commercial documents are responsible in paying for these documents in Iran with a view Respond to business rights and discuss them more carefully. The most important function of commercial documents is that they are a means of non-cash payments. Identifying the function of these documents as a payment system can be very effective in the realistic description and functional analysis of these documents. An approach that by using the economic analysis of the desired or efficient performance of these papers is the answer to many legal issues surrounding them.

The main purpose of this study is to investigate how to register insurance companies and provide information on how to obtain the necessary licenses in this field and ultimately facilitate this. Undoubtedly, one of the most important and fundamental steps to start a business and provide services and wealth can

The article has been done analytically and descriptively using library, internet resources and related upstream documents. In this research, we examine how to register insurance companies, requirements and regulations, as well as the necessary documents and its steps.

In the meantime, considering the importance and position of the issue of insurance in people's daily lives, it can be said that insurance activities and insurance companies are one of the most important legal entities active in our country, and their impact on people's lives, health and peace is tangible. And they have an undeniable role in the economic field and related issues. Therefore, how to register these companies and identify them can be an important issue that knowing how it can be an effective help to improve activities related to insurance businesses.

The results of the present study showed that the registration of insurance companies in order to identify them, identify stakeholders and holders of related responsibilities, monitor their activities and facilitate the provision of services to the target community, etc. is vital and familiarity with the registration process and documentation The requirements are also important and necessary in achieving the above goals.

According to Note 2 of the Single Article of the Budget Laws for the years 2019 to 2022, concurrent involvement of government officials mentioned in Article 71 of the State Service Management Act (approved on September 30, 2007) administrators, deputy administrators and managers of government organizations mentioned in Article 5 of the State Service Management Act, Article 5 of the Public Accounts of the Country Act, as well as all those working in all managerial and expert positions, are prohibited from taking position of managing director and other executive posts, membership on the board of directors of state-owned companies and non-governmental public institutions and organizations, including their own subsidiaries and subdivisions of other institutions. Prior to the passage of this law, according to Article 241 of the Legal Bill to Amend a Part of the Commercial Act (amended on May 9, 2016), it was possible for managers and employees of the governmental organization to be members of "a" state-owned company or "a" company affiliated with non-governmental public institutions. However, since 2018 this "legal restriction" has become an "absolute prohibition" and current governmental employees are under no circumstances allowed to simultaneously join the board of directors of state-owned companies (both executive and non-executive) while working in governmental organizations. One of the most important advantages of this Act is to eliminate conflict of interest, improve the administrative system, create more transparency in the performance of companies, create employment, prevent undue influence, create a competitive environment, and remove restrictions on the membership of competent people on the board of directors. However, considering that annual budget laws are temporary laws, valid for one year, it is necessary that Article 241 of the Legal Bill to Amend a Part of the Commercial Act be amended again and the changes contained in the annual budget laws (in the last four years) in the Commercial Act should be included as a permanent law so that there is no need to repeat this legal provision in future years' budget laws. It is also necessary to foresee and implement stronger measures to insure enforcement of this legal ruling.

The Commercial Code of Iran (adopted in 1932) is the most important set of laws related to commercial affairs in Iran, which forms the basis of Iranian commercial law. The vast majority of Iranian jurists consider the law inadequate, overly incomplete, and vague. In this regard, and accepting the need for amendment, we review the trade bill that has been prepared for this purpose. Given the complexity of the topic, we will only look at the definition of a trader and business practices in the new bill, which is the foundation of the Commercial Code and distinguishes the trader from the non-trader. For this purpose, we first state the main goals of the bill and then examine the success or failure of achieving these goals. Finally, since e-commerce oversees the use of electronic communications in the business process and is a means of doing business, it is inevitable to refer to the corresponding concept in e-commerce law, the concept of "supplier". After analysing the issue, we concluded that by comparing Articles 1 and 2 of the current Commercial Code with Article 1 of the bill, the fundamental changes considered by the Office of Economic Studies of the Deputy Minister of Planning and Economy are not visible, so it cannot be considered a strength listed the innovations of this amendment.

joint stock companies are considered as one of the most important commercial companies in terms of law and economics. In this article, an attempt has been made to examine the legal status of managers in Private limited companies from a jurisprudential perspective and in the light of commercial law.

This is a descriptive-analytical article using the library method to examine the question in question. Ethical considerations: In this article, the originality of the texts, honesty and trustworthiness have been observed.

From a jurisprudential point of view, the theory of advocacy can not explain the position of managers in Private limited companies in commercial law. Private limited companies have their own legal personality, during which the shareholders are constantly changing.

In Private limited companies, managers are considered as one of the pillars of the company and part of the body of the company. Being a pillar theory has two aspects; One is in the relationship between the company and third parties, which indicates full authority for managers, and the other is in the relationship between managers and the company, which managers must act within the framework of the granted authority. The theory of Being a pillar governance for the company, which is useful for full authority for managers, has been accepted in Iranian commercial law.

Explaining the rules and regulations on payments of the board of directors in companies is very important for determining the legal duties of companies. In addition to the theoretical aspect, this issue has a wide range of practical effects on the companies. In this study, first, by examining the theories of relationship between the board and the company, the nature of the legal relationship of the board with the company is explained. According to various theories, there are four types of relationships for the board of directors with the company. 1) According to attorney theory, they are attorney of the company. 2) According to another theory, they are Legal agent of the company. 3) Some jurists consider the board of directors as employee of company. 4) And finally, the Organ theory that consider the board as a Pillar of the company. After rejecting the first three theories, the organ theory is accepted as a type of relationship between the board of directors and the company. according to this theory and the analysis of executive circular and legal article related to the payments of the board of directors in the commercial law, direct tax law, labor law, social security law and unemployment insurance law , it was found that the executive circular in some cases contradict with the relevant laws. Therefore, according to the importance of joint stock companies and the role of the board of directors in leading them, it is necessary to review and integrate the proposed laws.

The historical studies shows that Imamiyah jurists have not thought that there is no difference between mortgage (Arabic: رهن rahn) and pawn but they have defined rahn as loan collateral. But with the consideration of the limits of mortgage contract in our legal system and the impossibility of applying rahn for some assets or promises, some authors have tried by presenting new theories to deal with these limits. One of these theories is the dualities of mortgage contract and pledge. If it is possible to confirm two characteristics “having particular name and specific conditions and decrees” in law for the agreement of the pledge it can be resulted that the mentioned contract is of nominate contracts. The study of the present laws show that the conclusion of the agreement in the form of the mortgage contract is not possible in most cases because of the absence of one of conditions. The legislator has used the term ”وثیقه“ (pawn). These rules can be applied from two sides: first they prove that it has legal base and it has used several times in different rules. Second the legislator has used the term ”وثیقه“ (pawn) in the cases which one of the provisions of the conclusion of the agreement is not and he has refused to apply the term ”رهن“ (mortgage) through this, he has created a modern foundation (establishment) in the legal system.

Article 412 of the Commercial Code, which was enacted in 1311, has set the basic conditions of bankruptcy. According to this article, only merchants and companies can be declared bankrupt and there was a consensus in this case that the bankruptcy proceedings are not included public legal entities. Because none of them are not "merchant" and "company". But with the enactment of new Enforcement of Financial Judgments Act of 1394, significant changes occurred in the scope of bankruptcy to public legal entities. Because, according to Article 15 of this Act "... merchants and entities ..., if they are claiming insolvency, should request bankruptcy". However, due to the fact that, on the one hand, this article covers all the legal entities, both public and private, and, on the other hand, the probability of bankruptcy of legal entities of public is not consistent with legal logic, the review of consistence of these provisions to the public legal entities is very important. Based on the findings of this study should adhere to Article 15 of Enforcement of Financial Judgments Act, and say that the public legal entities are subject to bankruptcy proceedings, but in the current legal situation, this provisions is not including government, public institutions and municipalities. However, the including of bankruptcy regulations to other public legal entities is critical and the amendment to Article 15 is necessary.

Discussion of guarantor that appears in two levels of laws; civil law and trade law, is one of the civil essential discussions of civil jurisprudence about transferring or partnership always entails to challenges and there are jurist's differences in positive laws and it creates opposition among law clauses. Analyzing this subject and discovering intrinsic nature of guarantor's contract can solve conflict of these two law clauses. This article aims to solve opposition by analytical way to check great Imamiah and Sunnite jurist's ideas and evaluate reasons. In addition to rejecting consensus, one of the discussion results is this fact that reasons which Farighin presented to prove their ideas are strong and werent established their verdicts; hence one can say that nature and essence of guarantor's contract has not suitability of charge transferring nor attachment has charge, but intrinsic necessity of this contract is creating charge; nevertheless, accepting each of these two verdicts while contracting and agreement, can be correct. From legal view, guarantor is civil discussion and its content is completed in trade law and doesn’t devote to trade law, but is complement of civil law.