Partnership and Relative companies

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First - Notes and Definitions of Partnership Companies:

The Partnership Company is administrated by at least one manager who is chosen by partners among themselves. The manager may be a non-partner and become elected from outside (Article 120 of commercial code). If the managers who have been elected from among the partners without statute, with regards to the terms of the statute and the agreement of other partners, can be deposed. A non-partner manager is deposed in accordance with the conditions stipulated in the articles of association and otherwise, by the decision of the majority of the partners. If the manager's removal is without justified reason, the manager will be entitled to claim losses from the company. The manager or managers of the management team cannot be deposed and they are not entitled to resign unless agreed upon by the company. If the manager or statutory managers are selected, they may be subject to the modifications of the ratio of the change of manager or managers. If the manager or managers of the partnership are not selected in accordance with the company letter and statute, but their selection has been made later, the partners can depose the manager or administrators. Obviously, the manager or managers will have the right to resign.

Second - the scope of the administrator's limitation of authorities:

The manager of the company is required to decide on the name of the company and the scope of its authorities in order to be able to commit the company to third parties. Otherwise, he will be personally responsible for the obligations.

For two cases, the manager's or partner's discretion is limited explicitly.

  • Dividing the benefit is prohibited unless the losses incurred are compensated (Article 132).
  • Restrictions on the conduct of commercial operations (Article 134).

Third - Civil liability of the company's manager:

The civil liability of managers against the company follows the rules of the contract and the civil liability of the manager towards the partners is subject to the general principles of civil law that are foreseen by the Code of Civil Procedure and civil liability law, in particular for cases that determine the scope of the authorities of the management by the statutes. The benefit of a partnership company is divided by the proportion of the share of the partnership between the partners unless the partnership company letter stipulates otherwise, but the payment of any benefit to the partners will be prohibited until the shortage of the share of the partners is compensated for the losses incurred (referred to in Articles 119 and 132 commercial code).

Partnership Company is dissolved, when:

  1. The company is set up to accomplish a goal and this is not achieved or it is not possible to do so.
  2. The company has been established for a certain period and the expiry date has not been extended until the date of expiration of the registration deadline for companies.
  3. Bankruptcy mode (Debts payment is stopped).
  4. The decision of the Extraordinary General Assembly.
  5. All partners compromise.
  6. If one of the partners has requested the dissolution from the court, the court has known those reasons justified and decide to dissolve the company.
  7. If a partner is bankrupt and his benefits from company are not sufficient to pay his or her debts may request the dissolution of the company, provided that they have made their intention 6 months ago by making a statement of fact. In this case, other partners can prevent the company from dissolving the company before issuing a definitive decision to dissolve the company through paying the creditors’ amount (to the extent that they owe it) or by satisfying them.
  8. A member of partners who is allowed by the statute terminates the company.
  9. In case of death or neglect of one of the partners, as per the statute, for dissolution of a company a person among partners, or partners outside of the company will be selected as the manager of the purge. Whenever a company is liquidated, no one of its individual creditors will be entitled to it until he has paid off his assets. If the company's assets are insufficient for payment of debts, the creditors of the company have the right to ask the rest of the petitioner for all or one of the guarantor partners, but the creditors of the company do not have the right to participate in the individual creditors of the partners and if they can prosecute the partners for the collector who the company dissolved, anyone acting as a guarantor party to the company will be liable to the other partners for payment of the loan before it has arrived, whether it is a change in the name of the company or not. If the partners have agreed on the contrary, the opposite Third parties will be ineffective. The death of a partner or the unwillingness of one of the partners, the survival of the company is subject to the consent of other partners and the deputy of the deceased.

Required documents to apply for company registration

Characteristics of companies for individuals:

The unlimited liability of partners in terms of their capital on the basis of the work of each employee's participation in the ratio of their capital and assets should be based on the profits of the beneficiary and the size of the losses, apart from the legal effects of the crime, as well as the consequences of civil liability, the existence of a breach of a statutory regulation or regulation of the above-mentioned rule is all governed by the rules of the financial relations of the partners. In addition, another important principle which is closely related to the liability of individuals and the amount of it is the legal personality, the truth of the responsibility of each partner Capital or practice is a trace of the effects of identifying a legal person. With its institutional acceptance of the name the legal nature of the obligations and obligations of the legal person is solely the person of the person himself and the defendants of the same creditor, in so far as the definition of liability for syntactical and relative companies is above the above principle and the effect of it has been omitted, because, firstly, the extent of the partners' Their capital exceeds; and secondly, the partners will be denied the payment of debts from the company's own assets due to the inability of the said companies to pay their debts.

It may be rendered that as long as the legal personality of the company remains, the creditors do not have the right to refer partners and to dispose of their personal property, and only after the dissolution and complete disposition of the company's affairs and insufficient assets to pay the debtors, creditors can allow personal liability of the partners. This argument, although at first glance, is convincing, but the fact is that after the dissolution of the company and the inability to reconcile its assets to pay off its liabilities, the personal responsibility of the partners is created, even if not all or some of them have the smallest responsibility for the financial problems involved, are equal to the creditors. While a legal person, like a person of his own, is personally responsible for paying his debts and fulfilling his obligations under any circumstances. Transferring the responsibility of a legal person to partners even after the dissolution of the person is an offense and an exception to the ruling reflected in Article 588 of the Commercial Code. Partnership and Relative companies are phenomena with a legal nature independent of members, debts and obligations, and they are prohibited by the creditors or beneficiaries of the referral of the company's partners and any legal actions related to their personal assets. This effect should be the first institutional identification of the title of the legal personality. Article 124 gives the same meaning: "As long as the insolvency company is not dissolved, the claim for debt must be made by the company".

However, the second part of that article is considered to be a disregard of the rule under which "after the liquidation, the creditors of companies can, in order to claim their claims, refer to any of the partners who they want to, or to all of them..."

The result of the above-mentioned work is conditional and controversial versus the two said companies because after the dissolution of the company or the parent company and the floating of their assets, the effects of the aforementioned paintings and personal assets of the partners are equal to the influx of unpaid creditors, the company does not have any legal shelter except for the case. Exceptions to religion are abandoned. While other legal entities and businesses, with the exception of co-sponsoring partners, even after liquidation and liquidation of the legal personality of life and property of partners and members, are equal to any claims or requests from the legislator and the principle of independence of the members of the property of a legal person they are guided. Pledged companies that after liquidation and liquidation of a company, whether this liquidation is due to bankruptcy or arbitrary, it turns out that the company is incapable of paying part of its debt, each of the creditors has the right to visit a personal shareholder of a partner, the ratio of the total debt of the company, Because the responsibility of the partners of this company is both independent and unlimited, unrelated to the contribution of each partner of the company. Therefore, a partner who holds only one hundred of the total partnership capital of the company may be required to pay all the company's debts that are thousands of times higher than the company's capital. For example, if a partnership company’s capital adds up to 1,000,000 IRR, and the company is bankrupt for making one billion IRR debt, the creditors may be due to the lack of access to other partners or any other reason, refer to a single partner who has only 10,000 IRR, that is one hundred of total capital. Such a partner will have to pay all the one billion IRR debts that will be 100,000 times higher than the company's share.

The second part of Article 124 of the Commercial Code clarifies the unlimited liability of partners:

"... However, none of the partners can refuse to pay up the debts by claiming that the amount of company's debts exceeds its share in the company. Only the relations between the partners will be the responsibility of each of them to pay the debt of the company to the extent that the company has put it in place if another company letter has not been set out. "

The unlimited and indemnity of the partners' responsibilities is only applicable to support the stakeholders and against them, and the partners are bound by the principle of corporate capital ratio liability. Thus, the above example of a partner who had a one-thousandth capital of the company but had to pay all of its debts is allowed to refer to other partners to track the amount of capital.

The last part of Article 24 above allows for the adoption of a different order of the letter. In other words, corporate partners can take responsibility not based on the ratio, but on the basis of other criteria. However, any order regarding the responsibility of partners, whether in the form of an application, or based on a private contract between them. Only the proportion of partners is credible, and no agreement with any document can affect the liability of the partners and unlimited partnerships to the creditors of the company, as the liability and unlimited liability of each partner of the company is partnership, in addition to a ruling that is contrary to it Third party is not accepted. The fundamental element of the company is a guarantee that the lack or defect of that nature will change the nature of the collateralized company.

Individuals who appear, are assigned as partner of the partnership company, are not only burdened with the responsibility of the company, but also the debt of the company before their arrival. Considering the legal personality of the company, on the one hand, and the guarantee of the responsibility of the company, on the other hand, the ruling on the impossibility of distinguishing between the various periods of the sentence seems justified. Article 125 of the Commercial Code stipulates the above sentence in the following manner:

"Anyone who is the sponsor partner's title will be implicitly liable to the other contributing debtors to the company prior to its entry, whether the company name has been changed or not changed. The creation of that between the partners is in contrast to the preceding third parties will be the same".

In order to prevent partners from escaping from previous obligations of the company, the legislator does not consider the change of name of the company to change the legal personality and the resulting effects, and the company with the new name has the same legal nature as the previous one. The mention of the invalidity of any arrangement contrary to the Articles of Association or any other document with the aim of emphasizing the merits of the judgment of this Article. Although this clear stance does not come under Article 125, however, the imposition of a burden on the company's past responsibilities on the new partners of the previous partners of the company is partnership by the interplay of this ruling. The other phrase, once a partner has terminated the membership of the law, no longer has a commitment to such a person as to the past and the company's membership, and will be treated like a third party.

The above-mentioned situation regarding the liability of the partnership company's partners has less complexity comparing to the Relative companies. The relative company, as its name implies, and the last part of Article 183 of the Commercial Code, introduced the company: "... the responsibility of each of the partners is the reasonable amount of capital that a partner participates in and the obligations that come from his partnership. Now, if the above example is matched by a relative company, a company with a millionth capital and one billion unpaid debts after the dissolution of the partner company with ten thousand IRR i.e. one hundredth of the share capital of the company, the debt ratio of the corporation with creditors is only the same as the liability. As a result, this partner is only required to pay ten million dollars, which is equal to one hundredth of company debts. The relative liability of the partners of the Relative firm inevitably make a very important distinction with the Partnership Company, which is the lack of liability of the company; because the concept of the relative responsibility of the company is not compatible with its guaranty base and neutralizes the purpose of its relative responsibility. 

The role and importance of partners' character

Equally, as the equity capital of limited liability and joint stock companies is a pivotal element, the partners' character of Partnership and Relative companies enjoy a determining function. The personal credentials of partners in recent companies have a direct relationship with the unlimited or relative responsibility of partners because the face of the criteria for knowing the capital of another company does not prioritize the personality of the partners. Perhaps this is the reason why, unlike capital companies and special corporations, the formation of reliable and relative companies on capital and the importance of ensuring the accuracy of its supply have been neglected. Regulators' strict on acceptance of new partners of these companies is another testimony to the legislator's emphasis on the characteristics of partners and their personal credentials as the main source of trusted third-party trades. Trademarks are considered as collateralized and relative. The necessity of concealing the name of one or more partners or phrases implies this meaning alongside the name of the company should be a clear indication of the close relationship between the personal statuses of the partners with the identity of the company.

In individual companies, almost all of the partners have close family and personal ties with each other, in a way that they are incorporated into a partnership template or a relative firm based on each other's full confidence. This feature, given the inappropriate consequences of the company's partners' responsibilities, will have irreparable effects on the various areas of individual and social life of each partner. It is possible and another reason for the importance of the partners' character and the credibility of the company.

Company Name

The name of the partnership and relative companies should be written in such a way that for third parties, the essential characteristic of the listed companies, that is to say, is to identify them easily. Unlike other companies, the names of companies are made up of two parts. The first part is the company's specific name, and the second part forms the name of one or more partners or a phrase with the same theme. The same applies to Article 117 of the Commercial Code: In name of the partnership company, the phrase “partnership” or at least the name of one of the partners must be mentioned. If the name of the company does not include the names of all partners, then, after the name of the partner(s), the phrase of “and partners” shall be mentioned. 

The need to include the name of a partner or partners as part of the name of the firm, shows the importance of the personal status of the partners and reflects the link between the company's existence and the partners' reputation. Although this regulation is the root of French law, the legislator of this country has made it optional to name partners with the name of the company. Dr. Skinny argued that since the rights of Iranian companies are not registered by the company to form it, and if the company is not registered, creditors cannot be informed by the registration office of the company of the identity and the amount of credit of the partners of the guarantee company. He concludes that the French solution be considered to our rights.

The above argument, firstly, seems to be a mix up between the two concepts of corporate formation and the creation of a legal personality. In addition to the assumption of the establishment of the company without registration of this failure, such problem still exists in the position that only bringing a name such as Hassan or Ali, or Hossain and the Boys do not help creditors identify partners. Another objection to the necessity of mentioning the name of a partner or partners alongside the name of the company is that in case of the death or withdrawal of a partner whose name as part of the company name mentioned inevitably must also change the name of the company, because otherwise the persons trust the name of the former they dealt with the company, which involves deceiving the proportion of these individuals and entering their losses. However, by changing the name of the company, in case of the death or the withdrawal of the above partner, apparently, resolves. However, this solution has another shortcoming, which is the impairment of the reputation and business reputation of the company that its previous name implies by the name of the previous partner, and that the change in the name of the company could cause the loss of all or part of the company's past credit. It seems that the French legislator's solution will not only solve the problem, but also eliminate the other shortcomings of the Iranian trade law, namely the lack of a guarantee of non-compliance with this requirement.

Prohibition of capital transfer except unanimity:

The introductory section of this book explains the distinctive features of capital companies and individuals, the transitional nature of the limitation of the transfer of capital to capital companies, or the existence of such a tight limitation of such companies with limited liability against strictness and the lack of flexibility of the legislator with regard to the assignment of the share of companies to individuals. . Due to the devastating consequences of corporate bankruptcy for their partners, this feature is justified by the need to identify the right to accept or reject the new partner of these companies by all partners. Article 123 of the Law on the Supervision of the Transfer of the Share of Subsidiary Undertakings are under Article 185 of the same law of a relative company, the poems were worded as follows: No surety partnership of any of the partners can transfer its share, except the consent of all partners. It is important to note that the judgment in Article 123 of the Convention is arbitrary and there is no agreement or arrangement to the contrary.

There are several ways to justify this impression:

The consolidated writing of a regulation is a type that does not leave doubt on the will of the legislator to know the ruling. The use of phrases like (no body) (cannot) (except the consent of all partners) eliminate the possibility of any other interpretation of the clause of the clause in question. For the other part, the recognition of the principle of the prohibition of the assignment of another shareholder's contribution is that, if the will of the legislator is other than that, in the same way as in other cases, such as (unless the statute or the company stipulates otherwise), the ambiguity of the sentence was syntactically displayed, while there is no indication of the tacit proxy trend of the other prescribing. Finally, the objective of the company, which is partnership by the guarantee of personal responsibility, is to ensure that the partners are partnership to the creditors, the need for the consent of all the partners and the lack of possible contradiction in this regard. Consequently, the acceptance of the nature of the verdict is reflected in Articles 123 and 185, even if all partners are registered and Or another statutory limit, this should not be accepted by the registration office of the company and the transfers are based on that order and recognized by other legal authorities. Perhaps, considering the lack of legal status of partners, reliable and relative companies a coercive process could draw the significance of the prohibition and its relation to public order. Even in case of the death of the partner, his share will not be transferred to his or her heritage unless the other partners and the legal successors of that decree are satisfied.

Relation between the partners' personal debt and the company's survival:

There is a certain relationship between personal debts of the partners of Partnership and Relative companies and their survival with some of effects of their legal entity identifications because the most important effect is the separation of partners’ personal details from the obligations of the legal person and the lack of impact on such a person.

While the second part of Article 129 of the Commercial Code is the following:

"If the personal creditors of the partners fail to collect their credits from the capital of debtors, and the share of the company shares and benefits are not sufficient for the compensation, They can as for the company dissolution  provided that at least six months ago, their intention was announced to the company by a declaration. In this case, the company or some of the partners may, insofar as the final decree of liquidation is not issued, with the requisite payment, to the extent of the assets owed by the company or by satisfying them through another, prevent the dissolution of the company. "

The provisions of this Article also apply to Article 189 of the Commercial Code of the relative company.