University of Tehran Law Quarterly 2588-5618 55 3 2025 10 15 Brief Critique on the 1403 Commercial Bill Brief Critique on the 1403 Commercial Bill 335 371 104237 10.22059/jlq.2025.394578.1007988 FA Majid Banaei Oskoui Associate Professor of Private Law, Faculty of Law, Allameh Tabataba'i University, Tehran, Iran. Journal Article 2025 06 07 Introduction The necessity of amending the law is an inevitable rule in the legal system, because every law that is enacted, even if sufficient care is taken in its approval and is considered a masterpiece or a national document and a lasting heritage, future developments in various fields force the legislator towards these changes, because it is not possible to predict future problems that have not yet occurred, and with the occurrence of novel issues in society, the law acts as a regulator of social relations. The speed of changes in different subjects is not the same, and in some, such as the Constitutional Law or the Civil Code, changes are made slowly and gradually, but in the field of economy and commerce, where significant developments are taking place, these changes are faster. Despite the need to change and amend commercial laws, the stability and strength of these laws should not be undermined and the general orientation of the rules governing commerce and ultimately the economic public order should not be shaken. Therefore, changes in the economic and commercial fields should be considered by the legislator with their own considerations and specifications. The well-known characteristics, which are often mentioned in commercial law with the three important principles: speed, ease and certainty, are a suitable criterion for establishing legal rules to regulate merchants' relations. The enactment of changes is different according to the specifics of each issue. Some only require amending the previous regulations and some require fundamental amendments, such that new regulations must replace the previous law. On this basis, the prerequisites for drafting a law through a proposal by members of parliament or a bill from the government require conditions that, without paying attention to them, make the desired result doubtful. Undoubtedly, paying attention to the goals and philosophy of separating commercial law from traditional law, facilitating the possibility of future changes and amendments to commercial laws while at the same time ensuring their stability and permanence, conducting field studies, paying attention to the commercial needs and desires of interested parties, paying attention to the rapid developments in commercial and economic activities, comparative study of other systems, and considering existing resources, priorities, and limitations are among the requirements and arrangements for drafting a commercial law. Method The research method used in this study is the description and examination of the Commercial Bill with an analytical approach. Conclusions With a brief review of the Commercial Bill 1403, despite its strengths, several defects are visible, indicating a lack of attention to the requirements of a comprehensive and exhaustive bill and hindering the Commercial Bill as the most important text regulating commercial law and relations between merchants. The illogical repetition of some of the abandoned issues of the current commercial law, the lack of attention to the customs governing commercial transactions, the lack of updating, the confusion of domestic trade issues with international trade, the establishment of rules outside the scope of commercial law, and the conflict with the general rules of civil law are among the notable shortcomings that have cast doubt on the effectiveness of the aforementioned bill. Although the 1403 commercial Bill is based on the 1384 Commercial Bill, some of the changes made, especially the addition of the first chapter of the bill, have caused numerous ambiguities and defects that have affected the entire bill. In addition to the addition of the first chapter, the main changes made are aimed at removing some ambiguities and to some extent inaccurate adaptation of foreign law. While it was expected that the 1403 Bill would be far more appropriate than the 1384 Bill, unfortunately the current text is weaker and has more defects than the bill that was drafted about twenty years ago and had some defects at the same time. Introduction The necessity of amending the law is an inevitable rule in the legal system, because every law that is enacted, even if sufficient care is taken in its approval and is considered a masterpiece or a national document and a lasting heritage, future developments in various fields force the legislator towards these changes, because it is not possible to predict future problems that have not yet occurred, and with the occurrence of novel issues in society, the law acts as a regulator of social relations. The speed of changes in different subjects is not the same, and in some, such as the Constitutional Law or the Civil Code, changes are made slowly and gradually, but in the field of economy and commerce, where significant developments are taking place, these changes are faster. Despite the need to change and amend commercial laws, the stability and strength of these laws should not be undermined and the general orientation of the rules governing commerce and ultimately the economic public order should not be shaken. Therefore, changes in the economic and commercial fields should be considered by the legislator with their own considerations and specifications. The well-known characteristics, which are often mentioned in commercial law with the three important principles: speed, ease and certainty, are a suitable criterion for establishing legal rules to regulate merchants' relations. The enactment of changes is different according to the specifics of each issue. Some only require amending the previous regulations and some require fundamental amendments, such that new regulations must replace the previous law. On this basis, the prerequisites for drafting a law through a proposal by members of parliament or a bill from the government require conditions that, without paying attention to them, make the desired result doubtful. Undoubtedly, paying attention to the goals and philosophy of separating commercial law from traditional law, facilitating the possibility of future changes and amendments to commercial laws while at the same time ensuring their stability and permanence, conducting field studies, paying attention to the commercial needs and desires of interested parties, paying attention to the rapid developments in commercial and economic activities, comparative study of other systems, and considering existing resources, priorities, and limitations are among the requirements and arrangements for drafting a commercial law. Method The research method used in this study is the description and examination of the Commercial Bill with an analytical approach. Conclusions With a brief review of the Commercial Bill 1403, despite its strengths, several defects are visible, indicating a lack of attention to the requirements of a comprehensive and exhaustive bill and hindering the Commercial Bill as the most important text regulating commercial law and relations between merchants. The illogical repetition of some of the abandoned issues of the current commercial law, the lack of attention to the customs governing commercial transactions, the lack of updating, the confusion of domestic trade issues with international trade, the establishment of rules outside the scope of commercial law, and the conflict with the general rules of civil law are among the notable shortcomings that have cast doubt on the effectiveness of the aforementioned bill. Although the 1403 commercial Bill is based on the 1384 Commercial Bill, some of the changes made, especially the addition of the first chapter of the bill, have caused numerous ambiguities and defects that have affected the entire bill. In addition to the addition of the first chapter, the main changes made are aimed at removing some ambiguities and to some extent inaccurate adaptation of foreign law. While it was expected that the 1403 Bill would be far more appropriate than the 1384 Bill, unfortunately the current text is weaker and has more defects than the bill that was drafted about twenty years ago and had some defects at the same time.

https://jlq.ut.ac.ir/article_104237_41ba02f5d66fe323ea51bcd944cbb1d8.pdf

University of Tehran Law Quarterly 2588-5618 55 3 2025 10 15 Neuroscientific Investigation of the Effect of Frontal Lobe Dysfunction on the Legal Validity of Contracts Concluded under Emergency: A Comparative Study in French Law Neuroscientific Investigation of the Effect of Frontal Lobe Dysfunction on the Legal Validity of Contracts Concluded under Emergency: A Comparative Study in French Law 373 401 104238 10.22059/jlq.2025.394808.1007990 FA Fatemeh Sabetghadam PhD Candidate in Private Law, Department of Private Law, Faculty of Administrative Sciences and Economics, University of Isfahan, Isfahan, Iran. Alireza Yazdanian Associate Professor, Department of Private Law, Faculty of Administrative Sciences and Economics, University of Isfahan, Isfahan, Iran. Journal Article 2025 05 18 Introduction Emergency transactions have long been a subject of discussion in Fiqh and Iranian law. According to Article 206 of the Iranian Civil Code, emergency transactions are generally considered valid and binding. However, this approach faces serious challenges due to the psychological and neurological effects of stress and urgency on decision-making. Neuroscientific findings indicate that severe stress reduces the activity of the prefrontal cortex—responsible for logical decision-making, emotional control, and risk assessment—while increasing the activity of the Amygdala, the center for emotional processing. These neurological changes tend to make decisions by distressed individuals more emotional, impulsive, and irrational, thereby questioning the legal validity and enforceability of emergency transactions and necessitating a reevaluation of Iranian legal frameworks. Methodology The present study employs a descriptive-analytical method with an interdisciplinary approach. Scientific data and Neuroscientific findings have been examined alongside the legal texts of Iran and France through a comparative lens. Valid and authoritative sources in neuroscience and comparative law have been collected and analyzed to establish a comprehensive framework for evaluating emergency transactions. The theoretical foundation is based on Neuroscientific theories regarding prefrontal cortex functions in logical decision-making and emotional regulation, as well as the Amygdala’s role in emotional and stress responses. Legally, the principles governing emergency transactions in Iranian and French law are analyzed, highlighting differences in their approaches to accurately reflect the psychological and neurological impacts on transaction validity. Conclusions In conclusion, it is proposed that the non-binding status of emergency transactions be conditional upon the presence of demonstrable and genuine effects of emergency on the decision-making process. This approach not only safeguards the legal rights of individuals in emergency but also promotes fairness, stability in transactions, and public trust in the legal system. Integrating neuroscience with the law can contribute to the development of more scientific, equitable, and just judicial practices. Introduction Emergency transactions have long been a subject of discussion in Fiqh and Iranian law. According to Article 206 of the Iranian Civil Code, emergency transactions are generally considered valid and binding. However, this approach faces serious challenges due to the psychological and neurological effects of stress and urgency on decision-making. Neuroscientific findings indicate that severe stress reduces the activity of the prefrontal cortex—responsible for logical decision-making, emotional control, and risk assessment—while increasing the activity of the Amygdala, the center for emotional processing. These neurological changes tend to make decisions by distressed individuals more emotional, impulsive, and irrational, thereby questioning the legal validity and enforceability of emergency transactions and necessitating a reevaluation of Iranian legal frameworks. Methodology The present study employs a descriptive-analytical method with an interdisciplinary approach. Scientific data and Neuroscientific findings have been examined alongside the legal texts of Iran and France through a comparative lens. Valid and authoritative sources in neuroscience and comparative law have been collected and analyzed to establish a comprehensive framework for evaluating emergency transactions. The theoretical foundation is based on Neuroscientific theories regarding prefrontal cortex functions in logical decision-making and emotional regulation, as well as the Amygdala’s role in emotional and stress responses. Legally, the principles governing emergency transactions in Iranian and French law are analyzed, highlighting differences in their approaches to accurately reflect the psychological and neurological impacts on transaction validity. Conclusions In conclusion, it is proposed that the non-binding status of emergency transactions be conditional upon the presence of demonstrable and genuine effects of emergency on the decision-making process. This approach not only safeguards the legal rights of individuals in emergency but also promotes fairness, stability in transactions, and public trust in the legal system. Integrating neuroscience with the law can contribute to the development of more scientific, equitable, and just judicial practices.

https://jlq.ut.ac.ir/article_104238_0bc845b988a54e114e8a48c0e2b41b1d.pdf

University of Tehran Law Quarterly 2588-5618 55 3 2025 10 15 A Comparative Study on the Formative Objectives of the Supreme Court A Comparative Study on the Formative Objectives of the Supreme Court 403 427 104239 10.22059/jlq.2025.397725.1008007 FA Badie Fathi Assistant Professor, Department of Private and Economic Law, Faculty of Law and Political Science, Allameh Tabataba’i University, Tehran, Iran. 0000-0002-1651-9400 Journal Article 2025 07 09 Introduction The Supreme Court, as the highest judicial body, plays an unparalleled role in the legal system of any society; its founding philosophy and objectives are a function of the historical, social, and legal perspectives of each nation. This article presents practical recommendations for reforming the structure of Iran’s Supreme Court and strengthening its unifying and developmental role, drawing upon comparative experiences. The present study is an endeavor to re-examine the role of the Supreme Court in Iran’s transition toward legal development and the institutionalization of justice at the macro-judicial level. Method This article analyzes Iran’s Supreme Court using a comparative, analytical, and critical methodology based on documentary and library research. Conclusions A comparative study of the objectives of supreme courts in various legal systems provides a robust foundation for evaluating the status and function of this institution in Iran. The findings of this study indicate that a Supreme Court is not merely a ceremonial body or a high-level appellate court, but rather a fundamental pillar for ensuring the coherence of the legal system and for the development and adaptation of the law to societal exigencies. However, the evolutionary path of Iran’s Supreme Court reveals a significant divergence and gap when compared to successful global counterparts. In the American legal system, the Supreme Court is the “helmsman of legal evolution” and the principal determinant of the nation’s legal trajectory. By accepting only a small percentage of cases, the U.S. Supreme Court has become a quasi-legislator, possessing the capacity for effective intervention in fundamental issues and social evolutions, as demonstrated in the seminal case of Brown v. Board of Education (1954), where it succeeded in completely transforming the course of American constitutional theories. In France, inspired by the principles of the 1789 Revolution, the ultimate aim of the Court of Cassation (Cour de cassation) is to guarantee the principle of equality of persons before the law. The raison d’être of this institution is to resolve interpretive differences and to standardize the application of law for all individuals and in all cases. Consequently, the system of appeal (pourvoi en cassation) in France is open and accessible, allowing even low-value claims to be brought before the high court. Although the traditional structure and the “quashing” (cassation) nature of the court have prevented its extensive engagement with the merits of cases, the future trajectory of its evolution is toward an expansion of its substantive powers. In Germany, the historical ordeal of the Third Reich and the lessons learned from the perils of separating the judiciary from law-making led the Federal Court of Justice (Bundesgerichtshof) to adopt both fundamental functions—developing the law in response to societal needs and preserving legal unity and equality—as its paramount objectives. The creative role of the judge and the emphasis on a dynamic and socially oriented interpretation are among the most prominent features of the German legal system. In Iran, despite drawing inspiration from Western models in establishing the Supreme Court and articulating the goal of ensuring equality in the laws of the Constitutional (Mashruteh) period and thereafter, the institution has not succeeded in realizing its objectives in practice. The unregulated proliferation of divisions (fifty-two active divisions in recent years) has not only failed to resolve conflicts but has turned the Court itself into a source of contradictory, conflicting, and divergent rulings. Indeed, a phenomenon that can be termed “structural autoimmunity”—wherein the Court acts against its own unity—constitutes the primary obstacle to the Supreme Court’s fulfillment of its unifying role. The multiplicity of divisions, the lack of precedential coherence, and the extensive rotation of judges have rendered the authenticity of divisional rulings dependent on individuals rather than the institution of the Court. Furthermore, the dual educational tracks (seminarian and university) have created a heterogeneous scholarly background within the Court, which exacerbates procedural and interpretive disagreements. This is compounded by the fact that the expansion of divisions to various cities (such as Qom and Mashhad at one point) has further rendered meaningless the necessity of centralization, unity, and the exercise of the Court’s moral authority. Ultimately, the “Supreme Court of Iran” must be redefined as the vibrant heart of coherence, evolution, and justice in the Iranian legal system—an institution whose mission is to produce and stabilize uniform interpretations so that the law is predictable, transparent, and similarly applied for all. In its current state, the Iranian Supreme Court is more of a superior appellate court than a Supreme Court in the true sense of the word. Introduction The Supreme Court, as the highest judicial body, plays an unparalleled role in the legal system of any society; its founding philosophy and objectives are a function of the historical, social, and legal perspectives of each nation. This article presents practical recommendations for reforming the structure of Iran’s Supreme Court and strengthening its unifying and developmental role, drawing upon comparative experiences. The present study is an endeavor to re-examine the role of the Supreme Court in Iran’s transition toward legal development and the institutionalization of justice at the macro-judicial level. Method This article analyzes Iran’s Supreme Court using a comparative, analytical, and critical methodology based on documentary and library research. Conclusions A comparative study of the objectives of supreme courts in various legal systems provides a robust foundation for evaluating the status and function of this institution in Iran. The findings of this study indicate that a Supreme Court is not merely a ceremonial body or a high-level appellate court, but rather a fundamental pillar for ensuring the coherence of the legal system and for the development and adaptation of the law to societal exigencies. However, the evolutionary path of Iran’s Supreme Court reveals a significant divergence and gap when compared to successful global counterparts. In the American legal system, the Supreme Court is the “helmsman of legal evolution” and the principal determinant of the nation’s legal trajectory. By accepting only a small percentage of cases, the U.S. Supreme Court has become a quasi-legislator, possessing the capacity for effective intervention in fundamental issues and social evolutions, as demonstrated in the seminal case of Brown v. Board of Education (1954), where it succeeded in completely transforming the course of American constitutional theories. In France, inspired by the principles of the 1789 Revolution, the ultimate aim of the Court of Cassation (Cour de cassation) is to guarantee the principle of equality of persons before the law. The raison d’être of this institution is to resolve interpretive differences and to standardize the application of law for all individuals and in all cases. Consequently, the system of appeal (pourvoi en cassation) in France is open and accessible, allowing even low-value claims to be brought before the high court. Although the traditional structure and the “quashing” (cassation) nature of the court have prevented its extensive engagement with the merits of cases, the future trajectory of its evolution is toward an expansion of its substantive powers. In Germany, the historical ordeal of the Third Reich and the lessons learned from the perils of separating the judiciary from law-making led the Federal Court of Justice (Bundesgerichtshof) to adopt both fundamental functions—developing the law in response to societal needs and preserving legal unity and equality—as its paramount objectives. The creative role of the judge and the emphasis on a dynamic and socially oriented interpretation are among the most prominent features of the German legal system. In Iran, despite drawing inspiration from Western models in establishing the Supreme Court and articulating the goal of ensuring equality in the laws of the Constitutional (Mashruteh) period and thereafter, the institution has not succeeded in realizing its objectives in practice. The unregulated proliferation of divisions (fifty-two active divisions in recent years) has not only failed to resolve conflicts but has turned the Court itself into a source of contradictory, conflicting, and divergent rulings. Indeed, a phenomenon that can be termed “structural autoimmunity”—wherein the Court acts against its own unity—constitutes the primary obstacle to the Supreme Court’s fulfillment of its unifying role. The multiplicity of divisions, the lack of precedential coherence, and the extensive rotation of judges have rendered the authenticity of divisional rulings dependent on individuals rather than the institution of the Court. Furthermore, the dual educational tracks (seminarian and university) have created a heterogeneous scholarly background within the Court, which exacerbates procedural and interpretive disagreements. This is compounded by the fact that the expansion of divisions to various cities (such as Qom and Mashhad at one point) has further rendered meaningless the necessity of centralization, unity, and the exercise of the Court’s moral authority. Ultimately, the “Supreme Court of Iran” must be redefined as the vibrant heart of coherence, evolution, and justice in the Iranian legal system—an institution whose mission is to produce and stabilize uniform interpretations so that the law is predictable, transparent, and similarly applied for all. In its current state, the Iranian Supreme Court is more of a superior appellate court than a Supreme Court in the true sense of the word.

https://jlq.ut.ac.ir/article_104239_13ae06dcda750461ef809cc8df1952b6.pdf

University of Tehran Law Quarterly 2588-5618 55 3 2025 10 15 A Critique on the Legal Mechanism of the Voluntary Transfer of the Partnership Share in the Limited Liability Company A Critique on the Legal Mechanism of the Voluntary Transfer of the Partnership Share in the Limited Liability Company 429 454 104240 10.22059/jlq.2025.391633.1007977 FA Ehsan Lotfi Assistant Professor,Department of Law, Imam Reza Int. University, Mashhad, Iran. Journal Article 2025 04 20 Introduction Within the landscape of Iran’s commercial code, the limited liability company stands out as a prominent and frequently chosen business structure. It enjoys substantial favor among entrepreneurs, rivaling the popularity of private joint stock companies. This widespread adoption is primarily attributable to a compelling combination of benefits that limited liability companies offer to their partners and stakeholders. The most significant advantage lies in the limited liability protection afforded to partners, shielding their personal assets from the financial burdens and obligations incurred by the company. This protection creates a vital safeguard, separating personal wealth from business risks. Complementing this crucial element is the relatively uncomplicated nature of the limited liability company’s incorporation process and ongoing operational requirements. Compared to some other corporate forms, establishing and managing a limited liability company in Iran is generally less cumbersome and administratively demanding. However, despite the inherently flexible framework that generally characterizes limited liability companies; the Iranian legislature has deemed it necessary to impose certain specific and often rigorous regulations, particularly in relation to the mechanisms governing the transfer of partnership shares within the company. This cautious approach reflects a desire to balance the operational ease of limited liability companies with the need for transparency and control over ownership changes. In contrast to sole proprietorships, where alterations in ownership typically demand unanimous approval from all involved parties, limited liability companies operate under a different set of rules. They are not subject to the same unanimous consent requirements for partnership transfers. Furthermore, they also do not face explicit quantitative restrictions that might limit the volume or frequency of such transactions. Nevertheless, it is important to note that the partnership process within a limited liability company remains notably more regulated and subject to scrutiny than the comparatively unfettered partnership procedures typically found in joint stock companies. In joint stock companies, a greater degree of freedom generally prevails regarding the buying and selling of shares. Iranian law articulates two fundamental considerations that exert a strong influence on partnership transfers in the context of limited liability companies. Firstly, the law mandates that the consent of the majority in number and capital of existing partners must be obtained before partnership shares can be transferred, regardless of whether the transfer is to another existing co-partner within the company or to a completely new, external third-party investor seeking to join the limited liability company. Secondly, the law emphasizes the necessity of complying with formally specified procedures for executing and documenting the partnership share transfer to ensure legal validity and clarity. A critical legal question arises that demands careful consideration: Does the requirement for partner consent represent an absolute and unwavering prerequisite for the transfer of partnership shares within an Iranian limited liability company? Furthermore, assuming that such consent is indeed necessary, does the law make a distinction between internal transfers, which occur among existing partners already affiliated with the company, and external transfers, which involve bringing in entirely new investors from outside the existing ownership structure? Moreover, Article 103 of the Iranian Commercial Code significantly underscores the evidential importance of meticulously maintained formal documentation in all partnership share transfer transactions involving limited liability companies. This particular emphasis on the formal aspects of partnership share transfers is a distinctive characteristic of how limited liability companies are treated under Iranian law, especially when compared to the regulations governing other commercial entities. This differentiated regulatory treatment of limited liability companies warrants a careful and thorough examination, prompting the question of whether legislative reforms might be justified to better align the regulatory framework with the evolving needs of contemporary business practices and the realities of the modern Iranian economy. The current analysis is dedicated to exploring these complex issues in depth, carefully evaluating both the underlying theoretical foundations and the practical implications stemming from the existing legal provisions and precedents. By dissecting these issues, this analysis aims to contribute to a more nuanced understan ding of the legal landscape surrounding limited liability companies in Iran. Method This research follows an applied approach, aiming to provide practical solutions to real-world legal challenges, while employing a descriptive-analytical methodology to systematically examine and interpret the relevant legal framework. The investigation adopts a library-based research method, utilizing primary legal sources such as statutory texts and judicial precedents, along with secondary sources including scholarly commentaries and comparative legal analyses. Through this methodological approach, the study combines theoretical examination with practical assessment of the legal provisions governing partnership share transfers in limited liability companies under Iranian commercial law. Conclusions The existing requirement for formal documentation in partnership share transfer transactions involving limited liability companies appears to be primarily derived from the historical influence of the French Commercial Code on the development of Iranian legislation. However, this requirement arguably lacks a strong substantive justification when considered in the context of modern commercial practices and principles of legal efficiency. Unlike shares in joint-stock companies, which often possess unique characteristics (such as being freely tradable on public markets and subject to specific regulatory oversight), partnership shares in limited liability companies do not typically possess any inherent or distinguishing features that would warrant the imposition of special or additional transfer requirements beyond those applicable to other forms of property. As intangible movable property – that is, assets that are not physical in nature but can be moved or transferred – partnership shares in limited liability companies should, in principle, be subject to the same general rules governing the transfer of property rights as any other similar type of asset. There is no inherent reason to single them out for additional formalities that are not applied to other forms of movable property. While the process of formal registration undoubtedly strengthens the evidentiary value of a transfer document, providing a higher level of assurance that the transfer actually occurred and reflecting the parties’ intentions, mandating formal registration as an absolute condition for the legal validity of the transfer remains logically unsupported and potentially burdensome. Therefore, we recommend a decisive step towards modernizing Iranian commercial law by repealing Article 103 of the Iranian Commercial Code. This repeal would bring the legal treatment of limited liability company partnership share transfers into alignment with both the standard rules applicable to the transfer of movable property in general and the rules governing transfers in other types of companies under Iranian law. Such a change would simplify the transfer process, reduce unnecessary costs and administrative burdens, and promote a more efficient and predictable commercial environment. Additionally, the Iranian Commercial Code, in its current form, fails to explicitly mandate the registration and public notice of partnership share transfers – a significant oversight given the profound impact that changes in partner composition can have on corporate governance structures and decision-making processes. Although certain registration requirements may partially address this gap in practice, the law should clearly and unambiguously stipulate that all partnership share transfers must be: (1) formally registered with the appropriate company authorities, ensuring that the company’s internal records accurately reflect the current ownership structure; and (2) published in official government gazettes or other publicly accessible records, ensuring that third parties (such as creditors, potential investors, and other stakeholders) are made aware of the changes in ownership and control. This need for public notice proves particularly crucial in the context of unlimited liability partnerships, where the personal liability of the partners is directly affected by changes in the partnership’s membership. Regarding Article 102 of the Iranian Commercial Code, while the prevailing interpretation (largely influenced by French legal tradition) generally exempts internal partnership share transfers (i.e., transfers between existing partners) from the requirement of obtaining majority consent, this approach overlooks the fundamental ways in which numerical changes in the composition of the partnership can significantly impact corporate decision-making dynamics. Given that both the capital invested by each partner and the number of partners involved directly affect voting power and influence within the company, even seemingly minor internal transfers can substantially alter the balance of power and control within the organization. Therefore, the law should explicitly require that partner consent be obtained for all partnership share transfers, including those occurring between existing members of the company. This requirement would ensure that the legitimate governance interests of all partners are adequately protected, while simultaneously maintaining the overall stability and continuity of the corporate structure. This reform would strike a more appropriate balance between facilitating the free transferability of partnership shares and safeguarding the rights and interests of all stakeholders involved. By requiring consent for all transfers, the law would prevent situations where a minority of partners could be unfairly disadvantaged by changes in the partnership’s composition, and it would ensure that all partners have a voice in decisions that could affect the future of the company. Introduction Within the landscape of Iran’s commercial code, the limited liability company stands out as a prominent and frequently chosen business structure. It enjoys substantial favor among entrepreneurs, rivaling the popularity of private joint stock companies. This widespread adoption is primarily attributable to a compelling combination of benefits that limited liability companies offer to their partners and stakeholders. The most significant advantage lies in the limited liability protection afforded to partners, shielding their personal assets from the financial burdens and obligations incurred by the company. This protection creates a vital safeguard, separating personal wealth from business risks. Complementing this crucial element is the relatively uncomplicated nature of the limited liability company’s incorporation process and ongoing operational requirements. Compared to some other corporate forms, establishing and managing a limited liability company in Iran is generally less cumbersome and administratively demanding. However, despite the inherently flexible framework that generally characterizes limited liability companies; the Iranian legislature has deemed it necessary to impose certain specific and often rigorous regulations, particularly in relation to the mechanisms governing the transfer of partnership shares within the company. This cautious approach reflects a desire to balance the operational ease of limited liability companies with the need for transparency and control over ownership changes. In contrast to sole proprietorships, where alterations in ownership typically demand unanimous approval from all involved parties, limited liability companies operate under a different set of rules. They are not subject to the same unanimous consent requirements for partnership transfers. Furthermore, they also do not face explicit quantitative restrictions that might limit the volume or frequency of such transactions. Nevertheless, it is important to note that the partnership process within a limited liability company remains notably more regulated and subject to scrutiny than the comparatively unfettered partnership procedures typically found in joint stock companies. In joint stock companies, a greater degree of freedom generally prevails regarding the buying and selling of shares. Iranian law articulates two fundamental considerations that exert a strong influence on partnership transfers in the context of limited liability companies. Firstly, the law mandates that the consent of the majority in number and capital of existing partners must be obtained before partnership shares can be transferred, regardless of whether the transfer is to another existing co-partner within the company or to a completely new, external third-party investor seeking to join the limited liability company. Secondly, the law emphasizes the necessity of complying with formally specified procedures for executing and documenting the partnership share transfer to ensure legal validity and clarity. A critical legal question arises that demands careful consideration: Does the requirement for partner consent represent an absolute and unwavering prerequisite for the transfer of partnership shares within an Iranian limited liability company? Furthermore, assuming that such consent is indeed necessary, does the law make a distinction between internal transfers, which occur among existing partners already affiliated with the company, and external transfers, which involve bringing in entirely new investors from outside the existing ownership structure? Moreover, Article 103 of the Iranian Commercial Code significantly underscores the evidential importance of meticulously maintained formal documentation in all partnership share transfer transactions involving limited liability companies. This particular emphasis on the formal aspects of partnership share transfers is a distinctive characteristic of how limited liability companies are treated under Iranian law, especially when compared to the regulations governing other commercial entities. This differentiated regulatory treatment of limited liability companies warrants a careful and thorough examination, prompting the question of whether legislative reforms might be justified to better align the regulatory framework with the evolving needs of contemporary business practices and the realities of the modern Iranian economy. The current analysis is dedicated to exploring these complex issues in depth, carefully evaluating both the underlying theoretical foundations and the practical implications stemming from the existing legal provisions and precedents. By dissecting these issues, this analysis aims to contribute to a more nuanced understan ding of the legal landscape surrounding limited liability companies in Iran. Method This research follows an applied approach, aiming to provide practical solutions to real-world legal challenges, while employing a descriptive-analytical methodology to systematically examine and interpret the relevant legal framework. The investigation adopts a library-based research method, utilizing primary legal sources such as statutory texts and judicial precedents, along with secondary sources including scholarly commentaries and comparative legal analyses. Through this methodological approach, the study combines theoretical examination with practical assessment of the legal provisions governing partnership share transfers in limited liability companies under Iranian commercial law. Conclusions The existing requirement for formal documentation in partnership share transfer transactions involving limited liability companies appears to be primarily derived from the historical influence of the French Commercial Code on the development of Iranian legislation. However, this requirement arguably lacks a strong substantive justification when considered in the context of modern commercial practices and principles of legal efficiency. Unlike shares in joint-stock companies, which often possess unique characteristics (such as being freely tradable on public markets and subject to specific regulatory oversight), partnership shares in limited liability companies do not typically possess any inherent or distinguishing features that would warrant the imposition of special or additional transfer requirements beyond those applicable to other forms of property. As intangible movable property – that is, assets that are not physical in nature but can be moved or transferred – partnership shares in limited liability companies should, in principle, be subject to the same general rules governing the transfer of property rights as any other similar type of asset. There is no inherent reason to single them out for additional formalities that are not applied to other forms of movable property. While the process of formal registration undoubtedly strengthens the evidentiary value of a transfer document, providing a higher level of assurance that the transfer actually occurred and reflecting the parties’ intentions, mandating formal registration as an absolute condition for the legal validity of the transfer remains logically unsupported and potentially burdensome. Therefore, we recommend a decisive step towards modernizing Iranian commercial law by repealing Article 103 of the Iranian Commercial Code. This repeal would bring the legal treatment of limited liability company partnership share transfers into alignment with both the standard rules applicable to the transfer of movable property in general and the rules governing transfers in other types of companies under Iranian law. Such a change would simplify the transfer process, reduce unnecessary costs and administrative burdens, and promote a more efficient and predictable commercial environment. Additionally, the Iranian Commercial Code, in its current form, fails to explicitly mandate the registration and public notice of partnership share transfers – a significant oversight given the profound impact that changes in partner composition can have on corporate governance structures and decision-making processes. Although certain registration requirements may partially address this gap in practice, the law should clearly and unambiguously stipulate that all partnership share transfers must be: (1) formally registered with the appropriate company authorities, ensuring that the company’s internal records accurately reflect the current ownership structure; and (2) published in official government gazettes or other publicly accessible records, ensuring that third parties (such as creditors, potential investors, and other stakeholders) are made aware of the changes in ownership and control. This need for public notice proves particularly crucial in the context of unlimited liability partnerships, where the personal liability of the partners is directly affected by changes in the partnership’s membership. Regarding Article 102 of the Iranian Commercial Code, while the prevailing interpretation (largely influenced by French legal tradition) generally exempts internal partnership share transfers (i.e., transfers between existing partners) from the requirement of obtaining majority consent, this approach overlooks the fundamental ways in which numerical changes in the composition of the partnership can significantly impact corporate decision-making dynamics. Given that both the capital invested by each partner and the number of partners involved directly affect voting power and influence within the company, even seemingly minor internal transfers can substantially alter the balance of power and control within the organization. Therefore, the law should explicitly require that partner consent be obtained for all partnership share transfers, including those occurring between existing members of the company. This requirement would ensure that the legitimate governance interests of all partners are adequately protected, while simultaneously maintaining the overall stability and continuity of the corporate structure. This reform would strike a more appropriate balance between facilitating the free transferability of partnership shares and safeguarding the rights and interests of all stakeholders involved. By requiring consent for all transfers, the law would prevent situations where a minority of partners could be unfairly disadvantaged by changes in the partnership’s composition, and it would ensure that all partners have a voice in decisions that could affect the future of the company.

https://jlq.ut.ac.ir/article_104240_ffb7f3be5f1309ad4db9e032e3f5bc4f.pdf

University of Tehran Law Quarterly 2588-5618 55 3 2025 10 15 The Language of International Judicial Service in Civil Procedure and Some of its Challenges The Language of International Judicial Service in Civil Procedure and Some of its Challenges 455 478 104241 10.22059/jlq.2025.395484.1007992 FA Hassan Mohseni Professor of Civil & Commercial Procedure, Private Law Department Faculty of Law University of Tehran Pouya Saebkia MA. in Private Law, Faculty of Law and Political Science, University of Tehran, Tehran, Iran, Journal Article 2025 07 01 Introduction In Iran’s judicial system, court documents are served in Persian. However, in international cases—such as serving Iranian court documents abroad or foreign court documents within Iran—determining the appropriate language becomes challenging due to legal silence and the lack of comprehensive judicial assistance agreements. This research examines the criteria for determining the language of service and proposes legal solutions. Personal Criterion (Characteristics of the Recipient): The language is determined based on the recipient’s identity, profession, and actual circumstances. Advantage: High accuracy and ensures the recipient’s understanding. Disadvantage: Slow process due to diverse factors and lack of sufficient information. Territorial Criterion (Language of the Recipient’s Country): The official language of the recipient’s country of residence is used. Advantage: Faster execution. Disadvantage: Risk of abuse, as recipients may falsely claim ignorance of the language to avoid service. Hybrid Criterion (Combination of Personal and Territorial): Documents are translated into the official language of the recipient’s country unless there is clear evidence that the recipient understands the language of the court (Persian). Advantage: Balances speed and accuracy. Proposed Rule: The hybrid approach should be adopted—documents must be translated into the official language of the recipient’s country unless proven otherwise. If the recipient refuses service due to language barriers, the court must verify the legitimacy of the refusal. A justified refusal (due to incomprehensible language) invalidates the service, as understanding the content is a procedural requirement. An unjustified refusal does not affect validity, and the service date remains the starting point for legal deadlines. Translation Costs: The requesting party bears translation costs. If unpaid, Article 259 of the Civil Procedure Code applies. However, enforcing payment for translating judgments lacks a clear legal mechanism, necessitating legislative reform. Risk of Translation Errors: Providing both the original and translated copies allows recipients to compare and correct errors, though failure to do so does not invalidate service. Service to an Iranian Attorney: No translation is required for an Iranian attorney representing a foreign party, as non-Iranians cannot litigate in Iranian courts (except in military cases). Initial Service without Translation: Some argue that initial service abroad may not require translation if the recipient might understand Persian or accept untranslated documents. However, this view is criticized for undermining procedural fairness. Method This study employs a library-based approach, analyzing legal sources and judicial precedents. Conclusion The lack of clear regulations on international service of process creates challenges, including potential delays and procedural abuses. Adopting the hybrid criterion ensures both efficiency and fairness. Legal reforms should address gaps, such as enforcing translation cost payments and standardizing procedures to uphold the principles of fair trial and due process. Courts must verify language proficiency in international service cases, prioritize translation when necessary, and ensure compliance with fair trial standards while minimizing procedural delays. Introduction In Iran’s judicial system, court documents are served in Persian. However, in international cases—such as serving Iranian court documents abroad or foreign court documents within Iran—determining the appropriate language becomes challenging due to legal silence and the lack of comprehensive judicial assistance agreements. This research examines the criteria for determining the language of service and proposes legal solutions. Personal Criterion (Characteristics of the Recipient): The language is determined based on the recipient’s identity, profession, and actual circumstances. Advantage: High accuracy and ensures the recipient’s understanding. Disadvantage: Slow process due to diverse factors and lack of sufficient information. Territorial Criterion (Language of the Recipient’s Country): The official language of the recipient’s country of residence is used. Advantage: Faster execution. Disadvantage: Risk of abuse, as recipients may falsely claim ignorance of the language to avoid service. Hybrid Criterion (Combination of Personal and Territorial): Documents are translated into the official language of the recipient’s country unless there is clear evidence that the recipient understands the language of the court (Persian). Advantage: Balances speed and accuracy. Proposed Rule: The hybrid approach should be adopted—documents must be translated into the official language of the recipient’s country unless proven otherwise. If the recipient refuses service due to language barriers, the court must verify the legitimacy of the refusal. A justified refusal (due to incomprehensible language) invalidates the service, as understanding the content is a procedural requirement. An unjustified refusal does not affect validity, and the service date remains the starting point for legal deadlines. Translation Costs: The requesting party bears translation costs. If unpaid, Article 259 of the Civil Procedure Code applies. However, enforcing payment for translating judgments lacks a clear legal mechanism, necessitating legislative reform. Risk of Translation Errors: Providing both the original and translated copies allows recipients to compare and correct errors, though failure to do so does not invalidate service. Service to an Iranian Attorney: No translation is required for an Iranian attorney representing a foreign party, as non-Iranians cannot litigate in Iranian courts (except in military cases). Initial Service without Translation: Some argue that initial service abroad may not require translation if the recipient might understand Persian or accept untranslated documents. However, this view is criticized for undermining procedural fairness. Method This study employs a library-based approach, analyzing legal sources and judicial precedents. Conclusion The lack of clear regulations on international service of process creates challenges, including potential delays and procedural abuses. Adopting the hybrid criterion ensures both efficiency and fairness. Legal reforms should address gaps, such as enforcing translation cost payments and standardizing procedures to uphold the principles of fair trial and due process. Courts must verify language proficiency in international service cases, prioritize translation when necessary, and ensure compliance with fair trial standards while minimizing procedural delays.

https://jlq.ut.ac.ir/article_104241_1164fcc3c763b43dcb867d9435e5acdf.pdf

University of Tehran Law Quarterly 2588-5618 55 3 2025 10 15 Quashing the Impugned Award Due to Contradictory Judgments Quashing the Impugned Award Due to Contradictory Judgments 479 520 104235 10.22059/jlq.2025.400020.1008017 FA Fereidoon Nahreini Associate Professor, Department of Private and Islamic Law, Faculty of Law and Political Science, University of Tehran, Tehran Iran, Journal Article 2025 09 03 Introduction The subject of the research deals with one reason for the legal reversal of a final judgment related to two contradictory final decisions on the same issue. The existence of any dispute gives its beneficiary the right to bring it to action and trial only once. After the issuance of a final judgment on it, whether against or for the plaintiff, and its conclusion on the merits of the dispute, that dispute is eliminated due to res judicata, and prevents both parties from reviving it. But if the loser of the case does not accept the final judgment of the court and files a new lawsuit, and the case continues due to the court's inattention to the end of the proceedings and the issuance of a new judgment, how can the absolute validity of the first final judgment be maintained and the second judgment be nullified? What is the purpose of establishing the rule of res judicata? Why can't litigants re-file their lawsuits that have been finally decided? One of the reasons for the legal reversal of the legal proceedings is the reopening of a lawsuit or dispute that was previously resolved by issuing a final award, and by issuing a new final judgment that is contrary to the previous final one in a resolved lawsuit, the parties to that resolved dispute are dragged into another dispute. In the event of issuing two conflicting rulings, who is the beneficiary in the final decision of the matter in Article 376 of the Code of Civil Procedure? The losing party of the first and second final judgment or the winning party of the first and second final judgment? If the first final award has passed the Supreme Court's scrutiny and been finalized, can the Supreme Court still overturn the aforementioned judgment in a subsequent proceeding if it finds it contrary to the law? Identifying the type of each of the two contradictory judgments is very important; must both contradictory awards be of the same type and nature, such as two judgments or two orders, or is a conflict between a judgment and an order also possible? Method In this research, a descriptive and analytical method was used, and its legal source is the procedural laws and decisions of the Supreme Court. Conclusion There is no doubt that the issuance of two final judgments in one issue is contrary to each other, and the second one is subject to quashing before the Supreme Court. Among the final technical orders, the order of disposal of a suit under certain conditions can stand up against the court ruling; especially when the order was issued before the court judgment is made. In this research, the reason for legal reversal is two court rulings opposed to each other. If there is a contradiction between the court order and the court judgment, we will not always use the same way of quashing the second award. If, after the arbitration award is issued, a final judgment is issued by the court in the same case, the arbitration award will maintain its validity unless the parties have explicitly or implicitly abandoned the preceding arbitration award by bringing the same claim to the court. The above conditions should also be added to the legal causation element. The legal cause means a new law that that is different from the previous law governing the dispute. If a new law is passed after the final judgment is issued and the beneficiary is permitted to bring the same case or the relevant and opposed case, the ruling issued by the second litigation will not be reversible due to the aforementioned reason. To recognize the second judgment from the first one, the date of issuing the judgment is the criterion for the validity of the judgment, not the time of serving the judgment; so, each of the two judgments that is issued and finalized earlier is the first judgment, and the other must be considered the second judgment. But to calculate the deadline for objection, the judgment that has been announced or served later than the other, the legal deadline of the objection will be calculated from the date of service of the next final judgment; although it has been issued and finalized earlier. In the event of issuing a second judgment on the same solved and adjudicated case, appealing the second judgment and overturning it due to its opposition to the first final judgment is a legal remedy; whatever the second judgment is, it loses its validity by law and the decision of the Supreme Court. Reversing the second judgment due to the existence and validity of the first judgment makes the overturning of the judgment without sending it to an inferior court, unless the first judgment is also overturned due to its contradiction with the law; in this case, the first judgment will be submitted to the lower and equal court. Introduction The subject of the research deals with one reason for the legal reversal of a final judgment related to two contradictory final decisions on the same issue. The existence of any dispute gives its beneficiary the right to bring it to action and trial only once. After the issuance of a final judgment on it, whether against or for the plaintiff, and its conclusion on the merits of the dispute, that dispute is eliminated due to res judicata, and prevents both parties from reviving it. But if the loser of the case does not accept the final judgment of the court and files a new lawsuit, and the case continues due to the court's inattention to the end of the proceedings and the issuance of a new judgment, how can the absolute validity of the first final judgment be maintained and the second judgment be nullified? What is the purpose of establishing the rule of res judicata? Why can't litigants re-file their lawsuits that have been finally decided? One of the reasons for the legal reversal of the legal proceedings is the reopening of a lawsuit or dispute that was previously resolved by issuing a final award, and by issuing a new final judgment that is contrary to the previous final one in a resolved lawsuit, the parties to that resolved dispute are dragged into another dispute. In the event of issuing two conflicting rulings, who is the beneficiary in the final decision of the matter in Article 376 of the Code of Civil Procedure? The losing party of the first and second final judgment or the winning party of the first and second final judgment? If the first final award has passed the Supreme Court's scrutiny and been finalized, can the Supreme Court still overturn the aforementioned judgment in a subsequent proceeding if it finds it contrary to the law? Identifying the type of each of the two contradictory judgments is very important; must both contradictory awards be of the same type and nature, such as two judgments or two orders, or is a conflict between a judgment and an order also possible? Method In this research, a descriptive and analytical method was used, and its legal source is the procedural laws and decisions of the Supreme Court. Conclusion There is no doubt that the issuance of two final judgments in one issue is contrary to each other, and the second one is subject to quashing before the Supreme Court. Among the final technical orders, the order of disposal of a suit under certain conditions can stand up against the court ruling; especially when the order was issued before the court judgment is made. In this research, the reason for legal reversal is two court rulings opposed to each other. If there is a contradiction between the court order and the court judgment, we will not always use the same way of quashing the second award. If, after the arbitration award is issued, a final judgment is issued by the court in the same case, the arbitration award will maintain its validity unless the parties have explicitly or implicitly abandoned the preceding arbitration award by bringing the same claim to the court. The above conditions should also be added to the legal causation element. The legal cause means a new law that that is different from the previous law governing the dispute. If a new law is passed after the final judgment is issued and the beneficiary is permitted to bring the same case or the relevant and opposed case, the ruling issued by the second litigation will not be reversible due to the aforementioned reason. To recognize the second judgment from the first one, the date of issuing the judgment is the criterion for the validity of the judgment, not the time of serving the judgment; so, each of the two judgments that is issued and finalized earlier is the first judgment, and the other must be considered the second judgment. But to calculate the deadline for objection, the judgment that has been announced or served later than the other, the legal deadline of the objection will be calculated from the date of service of the next final judgment; although it has been issued and finalized earlier. In the event of issuing a second judgment on the same solved and adjudicated case, appealing the second judgment and overturning it due to its opposition to the first final judgment is a legal remedy; whatever the second judgment is, it loses its validity by law and the decision of the Supreme Court. Reversing the second judgment due to the existence and validity of the first judgment makes the overturning of the judgment without sending it to an inferior court, unless the first judgment is also overturned due to its contradiction with the law; in this case, the first judgment will be submitted to the lower and equal court.

https://jlq.ut.ac.ir/article_104235_c5eba0b85707e19d094afb22b8f5eea3.pdf