Comparative Analysis of the Civil Liability of Company Directors in Iranian and English Law

Abstract

In today's world, the significance of companies and their strategic role in economic affairs have led most countries to enact appropriate laws that establish necessary responsibilities and limitations for them. One such legal consideration is the issue of "civil liability of company directors." Accordingly, this article aims to conduct a "comparative analysis of the civil liability of company directors in Iranian and English law." From this perspective, after expanding the conceptual framework of the subject, the article examines the nature of corporate civil liability. Based on the documented sources presented in this research, the study follows a descriptive-analytical methodology, and data collection is conducted through library research. The findings of the study indicate that, first, since companies possess a distinct and independent legal personality separate from their members, they can be subject to rights and obligations, meaning they can bear civil liability. Second, although directors generally act on behalf of the company, making the company, as a legal entity, responsible, there are instances where a director's actions deviate from the legal framework or the company’s articles of association. In such cases, liability shifts from the company to the director. The results of the study demonstrate that in the common law system, particularly in England, the authority of directors in serving shareholder interests is broader than in Iran, and the role of inspectors is more extensive compared to Iran.