Research and development in private law

Research and development in private law

Legal ambiguities regarding the responsibility of invitation of general meetings and the quorum for holding ordinary general meeting of joint stock company

Articles in Press

Document Type : Original Article

Author
Mohammad Shokri
Assistant Professor, Department of Law, Faculty of Law and Social Sciences, Payame Noor University, Tehran, Iran
10.22034/jpl.2025.2062520.1211
Abstract
Abstract

The legal regulations of commercial companies' law regarding the responsibility of calling general meetings and the quorum for forming an ordinary general meeting in joint-stock companies are faced with ambiguities and gaps. the purpose of the present study is to examine these cases and provide an analytical response considering the needs of the company. in joint-stock companies (public and private), the legal regulations for calling general meetings of joint-stock companies are faced with ambiguities and differences in the relevant legal articles. This issue, in addition to the lack of coordination and coherence, provides grounds for disagreement.the difference in the duties of inspectors as Longitudinal or transversal with the directors depending on the type of ordinary meeting (annual and ordinary in an extraordinary manner) and the unreasonableness of some differences in terms of the conditions for creating a duty to call a meeting for inspectors and other matters are debatable. Also, regarding the quorum for forming an ordinary general meeting, the terms of the law are subject to interpretation; considering the use of the words "number" and "holders", it should be considered that it is insufficient to form a meeting with one shareholder, even if he has the required number of shares in the regulation. These cases require legislative amendments in order to achieve the necessary legal security in this part of commercial laws.Abstract

The legal regulations of commercial companies' law regarding the responsibility of calling general meetings and the quorum for forming an ordinary general meeting in joint-stock companies are faced with ambiguities and gaps. the purpose of the present study is to examine these cases and provide an analytical response considering the needs of the company. in joint-stock companies (public and private), the legal regulations for calling general meetings of joint-stock companies are faced with ambiguities and differences in the relevant legal articles. This issue, in addition to the lack of coordination and coherence, provides grounds for disagreement.the difference in the duties of inspectors as Longitudinal or transversal with the directors depending on the type of ordinary meeting (annual and ordinary in an extraordinary manner) and the unreasonableness of some differences in terms of the conditions for creating a duty to call a meeting for inspectors and other matters are debatable. Also, regarding the quorum for forming an ordinary general meeting, the terms of the law are subject to interpretation; considering the use of the words "number" and "holders", it should be considered that it is insufficient to form a meeting with one shareholder, even if he has the required number of shares in the regulation. These cases require legislative amendments in order to achieve the necessary legal security in this part of commercial laws.
Keywords
joint stock companies
invitation of general meetings
Ordinary General Meeting
Quorum for the formation of the general assembly
Subjects
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