An Analysis to Legal Problems on Joint Stock, State and Public Companies Inspection Regime

Inspection of a company may be internal and or external. On the problems concerning inspection regime of the companies, some authors have developed some views which all are not approved. Getting abandoned section 144 of the commerce amendment Act of 1969 implemented is by some deemed as strengthening the inspection in public limited companies. But that useless action if applied would result in state intervention in company affairs, increase in bureaucracy in formation and operation of them, imposing charges to them and therefore to consumers and lead in spreading of commercial secrets among the companies. In addition to natural persons, judicial persons (auditing institutes) as well are allowed to undertake the legal inspection of the state and public companies but private companies (other than cooperatives) can merely appoint natural persons as inspectors. The contract between a company and its inspector is an “inspection contract” to which the regulations contained in the articles of association, resolutions of the general assemblies, regulations specifically designed by law for inspectors and laws on the agency contract are respectively applicable. It is a revocable contract and dismissal of the inspector is not subject to proving the inspector’s fault and of course, it should not be so. General assemblies may in addition to the inspector deploy an expert or some experts to investigate the affairs of the company and operations of the managers. In case, there was such a right for holders of a fixed amount of stock, e.g. holders of 10 % of the capital, the problem on deprivation of the minority stockholders from having a share in management of the company could be to some extent solved. In English law, there is no legal duty for appointment of inspectors by the companies. Instead, department of trade and indusAbstracts 9 try is to make investigations required in the affairs of the companies. In Iran, making such a control in respect to the private companies lay on the registrar of companies, stock exchange organization, guilds and their unions. Beneficiary also looks after the operation of the company through the court. External inspection to the operations of the state and public companies lays on the general inspection organization, the supreme audit court and the Ministry of Economic Affairs and Finance. The general inspection organization looks also after the operation of the public companies. In Iran, companies’ inspection regime has faced with only a few acceptable criticisms which can be adhered by tiny amendments into related Acts. Iranian taught authors sympathetic to external inspection regime, have ignored that the countries following that regime lack the internal inspection requirement for their companies. Applying both these regimes altogether is not common, and entering external regime into Iranian legal system, with regard to its various financial and administrative charges, is not at all advisable.