نوع مقاله : علمی پژوهشی
نویسندگان
1 استادیار گروه حقوق خصوصی، دانشگاه آزاد اسلامی، واحد آیت اله آملی، آمل، ایران.
2 استاد فقید گروه حقوق خصوصی دانشکده حقوق و علوم سیاسی دانشگاه مازندران، بابلسر، ایران.
چکیده
کلیدواژه‌ها
موضوعات
عنوان مقاله [English]
نویسندگان [English]
To establish company by one person named as " One-person company" or "Single-member company", although it is laid down at the Twelfth Directive of European Council and its subsequent amendments and Trade Bill passed in 2012, but neither Directive nor Trade Bill contains comprehensive rules about manners of decision-making, management and control of the company, contracts between companies and single member and how to prevent abuse of the company by the single member.
This article by comparative method has tried to study the relationship between the company and the partnership and their distinction and present proposals to complete Trade Bill by analysis of single member company advantages and disadvantages with descriptive and analytical research method.
Considering of single member company shows the current legal system in Iran, acceptance of this company more than anything else, requires the definition of a business enterprise in business law in a manner that represents discretion with the concept of partnership. Approval of company formation with one person without comprehensive rules about manners of decision-making, management and control of the company, contracts between companies and single member cause abusing of the company by the single member. So based on surveys conducted in this paper suggestions are presented to complete the trade bill.
کلیدواژه‌ها [English]
الف- فارسی
ب- انگلیسی
22- Andenas, Mads, Wooldridge, Frank European Comparative Company Law, Cambridg, Cambridge University Press, 2009.
23- Bedrac, Janja, “What Makes a Good Company?”, European Trade Union Institute for Research, Education and Health and Safety, Report 94.2006.
24- Cataldo, Bernard F. (1953), limited Liability with One Man Company and Subsidiary Corporations, Law and Contemporary Problems , Vol. 18, No. 4.
25- Directive 2009/102/EC of the European Parliament and of the Council of 16 September on single-member private limited-liability companies, Official Journal of the European Union L 258/20, 1/10/2009 p. 20 – 25.
26- European Commission (2003-05-06). "Recommendation 2003/361/EC: SME Definition". Retrieved 2012-09-28.
27- Griffin, Stephen(2006), Company Law Fundamental Principles, Fourth edition, Pearson Longman.
28- Katinka,Beretka(2010),Concept of Single Member Companies in the Light of EU Harmonization,LL.M Short Thesis,Central European University, 1051 Bdapest,Nador utca 9.
29- Klyachin, Alexey Aleksandrovich, Spirina, Tatyana Anatolyevna (2013) “Piercing the Corporate Veil” Through the Mechanism of Bringing to the Subsidiary Responsibility in Russia and Abroad, World Applied Sciences Journal 28 (1): 98-102.
30- Miao, Beihui (2012), “A Comparative Study of Legal Framework for Single Member Company in European Union and China”, Journal of Politics and Law; Vol. 5, No. 3.
31- Presser, Stephen B.(2006)“the Bogalusa Explosion,Single Business Enterprise, Alter Ego and Other Errors: Academics, Economics, Democracy, and Shareholder Limited Liability: Back Towards a Unitary, Abuse, Theory of Piercing the Corporate Veil Northwestern University Law Review,Vol. 100, No. 1.
32- Prokopieva, Vassya(2004), Parent Company Liability in Case of Subsidiary Insolvency - Time to Rethink Liability of Corporate Shareholders?, Thesis for the Degree of Master of European Studies, College of Europe, Bruges Campus, Law Department.
33- Radenkovic Jocić, Dragana(2005), “A Single Member Company - Convenient or not for the Founders”, Facta Universitatis, Economics and Organization, Vol. 2, No 3, pp. 209-219.
34- Rotondi, Mario (1973-1974) “Limited Liability of the Individual Trader: One-Man Company or Commercial Foundation”, 48 Tul. L. Rev. 989-1009.
35- Twelfth Council Company Law Directive 89/667/EEC of 21 December 1989 on Single Member Private Limited Liability Companies OJ L 395, 30.12.1989, p. 40–42.
)
