In order to carry out large-scale civil, industrial and agricultural development projects, the existence of large companies is necessary and essential. Such companies will be given a small share of the public stock of the people. The founders or managers with the management of the company will make the flow of economic capital, and the effect of this operation will be two benefits the first stage of the investment profits or construction activities, shareholders, and secondly brings prosperity to the country. The public joint stock is a special and exclusive company of large companies that allows the sale of shares to the general public, and people can refer to the announcement of the bank branches announced and sign the obligation to deposit the share of the funds. The following is a brief description of the type of trade with the provisions of the reform bill put forward. Companies whose founders provide part of the company's capital through the sale of public shares are called public joint stocks and must be clearly and legibly listed immediately before or after the name of the company (Article 4). The total capital of public joint stock companies shall be at least 5,000,000 IRR, if not under any reason, shall be accomplished through raising capital of the company and in case they fails to reach the required level of said amount, of other public companies should be changed to other stipulated companies by commercial code; otherwise, each of beneficiaries (shareholders) can request the competent court of public company for liquidation.
Rules of establishing a public joint stock
In order to establish a public joint stock, the founders of the company should commit at least 20% of the capital personally and deposit at least 35% of the committed amount in the name of the company to be established in one of the banks, then a statement attached to the company's draft statute and a draft declaration of stock registration signed by all the founders The registration office of the companies will receive the receipt. If a part of the obligation of the founders of the entity is non-cash, the same or the ownership documents should be the same as the bank opened for payment of the opened cash account and the certificate of the bank, attached to the statements and documents mentioned above by the registration office of the companies Surrender The registration office of the companies, based on Article 10 of the COMMERCIAL CODE, after issuing the study of the declaration and its annexes, and complying with its content, will issue the permission to publish the declaration of acceptance, and the announcement of the acceptance by the founders of the announcement and the bank which the obligation Shares in front of it will be displayed in the presence of enthusiasts. Interest entrants purchase the shares in the deadline announced by the referring bank and the signature of the share commitment and the amount to be paid in cash and pay will be received. the date of signing the underwriter or his legal successors will hold the first version and the second version by indicating the bank The receipts and the signature and signature of the accepting bank shall be submitted and, if the signature sheet of the share is signed by the other person in the place of the contracting authority, it shall indicate the full name and address, and the documents shall be attached to the obligation sheet. Contribution signature will be signed. The sign of the acceptance of the company's articles of association and the decisions of the general assembly’s of the shareholders will be after the deadline for the acceptance or renewal of the founders, the maximum one month of the acceptance of the obligations of the accepting parties, and after the company's firm commitment of at least 35% is received, invites the general assembly.
The General Assembly of the Founding Company, after reviewing and accepting all of the company's shares and paying the necessary amounts, enters into the salary and ratifies the company's articles of association, chooses the first managers, inspectors or inspectors of the company, and the managers and inspectors must declare their acceptance in writing and this step The company is formed, then the statute of the general assembly of the founder shall be attached to the minutes of the meeting, the declaration of acceptance of the directors and inspectors, the minutes of the board of directors and other documents required for registration of the company registration office, and if the company has not filed an application for up to six months from the date of submission of the application, Each of the co-founders will be registered with the Registrar A certificate stating that the company is not registered and the bank that has committed the shares and the payment of the funds is sent to the founders and bankers of the bank, and the letter of pledge and payment are paid, and any fees paid for the establishment of the company are part of the founders’ commitment.
Documents required for obtaining the permission of the company to register the shares of the company from the registration authority of the company
- Two copies of the declaration form of the public joint stock
- Two versions of the draft statute of the public joint stock
- Two versions of the draft declaration of acceptance
- A bank deposit certificate of at least 35% of the funds committed by the founders
- Photocopy of the Founder's Identity
Documents required for the establishment of a public stock company
- Two copies of the declaration
- Two versions of the statute
- Explanation: that the statute of this volume can be used as a statute, and at this stage, Article 6 of the Capital Statute, which, when making a commitment, must add 20% of the capital invested by the founders.
- Two versions of the minutes of the General Assembly of the founders
- Two versions of the minutes of the board of directors (the number of managers is at least five)
- Announcement of the invitation of the founders of the designated newspaper
- Photocopy of the Administrator's Identity (Legal Person's Representative is obligatory to provide a Letter of Representative)
- Bank certificate of deposit of at least 35% of the company's capital
- Provision of permission or agreement or authorization from the competent authorities
- Minimum capital is 5 million IRR.
- At least 20% of the funds committed by the founders and 35% of the committed amount will be paid.
- The declaration and the draft statute and the draft declaration of signing the signatures of the founders have been reached.
- Obtaining and issuing permissions from competent authorities
The method of choosing managers (according to Article 107):
A public and private joint stock company is managed by a board of directors elected among shareholders and can be deposed in whole or in part. Article 107 of the Commercial Law Amendment Act, 1347, is mandatory for the members of the board of directors. But this is a requirement for the board of directors, which is one of the most important pillars of the company and the brain of the thinker and its driving engine. It's not logical. Because today, the management has turned up to a specialty, and it has been proven that most owners of companies, such as the transportation, industry and so on, with all their efforts, cannot succeed. Therefore, depriving companies of the use of such people is a kind of misleading science. Nevertheless, in order to compensate for this problem, shareholders are entitled to a share of their shares as a specialist in management so that he is eligible for membership of the board of directors. However, he is obligated to pay a royalty to him who, upon termination of the management, will return the shareholder.
The legislator has used the phrase “Administration of the company by management board” for the first time in the Commercial Law Act of 1347. But that definition has not been implemented by the directors, and only Article 107 of the bill stipulates the following: A joint venture of a board of directors elected by the shareholders and canceled by lawyers or some of them may be dismissed. It does not seem to be possible to solve the problems involved by avoiding the definition of such titles. However, the manager's definition of managers may be that managers are qualified persons who are selected by the equity holders for a specified period and who control and manage the company. Although, in accordance with Article 47 of the Commercial Law of 1311, a joint-stock company was in charge of one or more representatives (elected by the partners on the management side), and none of the provisions of the current law referred to as the board of directors of the company, but Actually, it was the board of directors of the company's affairs. Also, the minimum number of members of the board of directors of public joint stocks is determined by Article 107. As a result of the final part of this article, the members of the board of directors in public joint stocks should not be less than five, but not the minimum number of members of the board of directors of certain joint-stock companies. Article 3 (commercial code) states that the number of partners of joint stock companies shall not be less than three persons. Subsequently, Article 4 divides the company into two general types, so at least the number of members of the board of directors referred to in Article 3 should include both types of joint stock company, which is not the case, since Article 107 states the minimum number of members of the board of directors as a joint-stock company There are 5 people in general. It should be noted that there is a conflict between Articles 3 and 107 of the Act. So how can a public joint stock, which can be formed with three members, have at least 5 managers? To resolve this conflict, it can be argued that Article 107 has been incorporated into Article 3 and has been abolished by public joint stocks, thus assigning Article 3. On the other hand, since none of the article (commercial code) is current in the number of members of the board of directors of certain joint-stock companies, the members of the board of directors may not be less than three in a particular company.
As it is seen, the legislator counted at least the members of the board of directors of the companies, but did not anticipate the maximum number of them. Therefore, the number of board members of both types of joint-stock company can be any number, and this may disrupt the order of the company's management. It would seem useful if leaked legislatures were to determine the number of board members, or the proportion between the number of shareholders on the one hand and the number of managers on the other hand. Article 107 (LAS) of the joint-stock company will be governed by a board of directors elected by the shareholders of the company, which may be canceled or canceled. The number of members of the board of directors of public joint stocks should not be less than five.
Firstly, the members of the board of directors will be accepted to be members of the board. In other words, the board member cannot be elected from non-shareholders of the company.
Secondly, members of the board can be removed by the general assembly at any time. Although the article does not explicitly specify the director's dismissal, the wording of the shareholders of that general assembly is indicated. If Article 72 (commercial code) states: The general assembly of the company is formed of a shareholders' shareholder association ... Therefore, the general meeting of the company may at any time remove all or some of the board members from the director's office. It does this without any reasons. The justification for this is that the relationship between the general assembly and the board of directors is the relationship between the lawyer and the client. Therefore, the general assembly is formed by stockholders. At any time, he or she may dismiss all or some of the board members from his or her position, in compliance with the rules and procedures set forth in the law. Some business scholars also disagree with the dismissal of syntactical board members that Article 107 has agreed to foresee, and believe that the manager is a part of the company and, as you cannot resign under any circumstances, should not be canceled in any circumstances (nevertheless It is inevitable, given the usual rule of dismissal of the director, that this solution is inevitable. This group also opposes the resignation of the director.
Thirdly, a member or board members who have been dismissed by the General Assembly cannot cause the company to be wound up unless its dismissal has taken place in accordance with the general rules which would result in civil liability of the deportation authorities. Article 40 of the 40th Constitution of the Islamic Republic of Iran (no one can exercise their right to non-existent harm or violate the public interest). The implementation of this law, which is an example of the theory of abuse of rights, allows the offender to claim his damages. The claim for damages must be made by the courts of justice.
Fourthly, the members of the board of directors of the company are from the company's corps and are not subject to the provisions of the labor law in any way. In this way, they are not subject to the rules of the labor law, and, in general, they are not subject to management's relationship with the company. These laws do not deal with their complaints because their relationship with the board of directors with the company, there is no worker and employer relationship. And, as it has been stated, if the person or persons deprived of their claim to claim damages, they must go to the courts of justice.
We said that the members of the board may be canceled by the general assembly, in whole or in part. But the disadvantages that are practically for deposing is that public assemblies usually have the power to discuss and decide on issues that are the subject of the meeting, and the directors of the listed companies do not subscribe to this issue. In order to overcome these problems, the owners of shares have two instruments in place, such that if the shareholders are not satisfied with the board's operations, they will not approve the general meeting of the balance sheet and the company's profit and loss account. This is the title of the vote of inertia as the ratio of managers and if the business of the company is disturbed. Managers are forced to resign. Another is that one fifth of the shareholders in the arrangement of article 95 and 96. In writing, they request the General Assembly to dismiss the administrators. In this case, the board of directors is obliged to invite the general assembly to extraordinary. In this regard, it is also said that the Assembly can dismiss the Director even if his removal is not the order of the meeting.
Two other points to mention about the dismissal of one of the managers is that if he is a member of the board of directors of the company from the company's employees, his dismissal will not affect his employment relationship with the company and he will continue to work in his company. Otherwise, the dismissal of the director is not his dismissal, and he is still a member of the company.
Fifthly, the board member of the board is a steward company and cannot be divested. Therefore, managers cannot transfer their position to others. Because the company is the directors of the company, not their rights, then the assignment is not transferable. However, the regulations of joint stocks under the subject of the Commercial Law of 13111 were given to such directors. The aforementioned provisions allowed two members to appoint a member of the board of directors, one that stipulated the statute of such a position (honorarium), and that other directors also confirmed that. However, the responsibility for the person's actions was beyond the control of the directors themselves (Article 49 of the aforementioned law).
As approved in commercial code in 1347, the assignment of the management side to the Board of Directors is foreseen only by the manager of the operation. Part 1 of Article 124 of the said law requires the board of directors to appoint at least one person to be the managing director of a company. Article 1088 (commercial code): The directors of the company are elected by the General Assembly of the Founder and General Assembly.
Obviously, only the first company directors are elected by the General Assembly. The legislator does not require the formation of a general assembly of the founders in the joint stock companies (Article 82 of the aforementioned law. Usually the procedure is to select the first managers under Article 20 (commercial code) when establishing the joint stock companies. The minutes are signed and signed by all shareholders. The minutes of the meeting, together with the other documents referred to in the latter article, are annexed to the application for registration and formation of the company of the registration office of the companies.
The Clause 3 of this article stipulates: the selection of the first directors and inspectors or inspectors of the company, which must be signed by all shareholders, it seems that members of the board should be approved by all shareholders.
Now, if the company wishes to choose the board of directors through the general assembly, it is not necessary to choose the way of forming the general assembly of the founders of its board of directors. It is not necessarily the way of convening a meeting of the general assembly to be taken in accordance with article 75 of the commercial code) be done.
The article stipulates:
In the general assembly of the founders, is necessary that the presence a number of underwriters who own at least half of the company's capital is necessary, if the first majority of the above was not reached, new public assemblies are only invited by co-founders only two times.