Abstracts in English and Arabic.

"A dissertation submitted in fulfilment of the requirement for the degree of Doctor of Philosophy in Law." --On title page.

Thesis (Ph.D)--International Islamic University Malaysia, 2026.

Includes bibliographical references (leaves 208-228).

Company directors play a vital role in shaping the governance and direction of corporations. In Iran, however, the legal framework that defines their position is
outdated and insufficient. The current Iranian Commercial Code, enacted in 1932,
lacks clarity on essential aspects such as the classification of directors, their fiduciary
obligations, the duty of care and skill, and the limits of their authority. These legal
gaps create uncertainty and undermine effective corporate management. This
research explores the current legal standing of directors under Iranian law and
proposes specific reforms aimed at modernizing and clarifying their roles,
qualifications, and responsibilities. The study adopts a qualitative, doctrinal
approach, analysing statutory texts, judicial decisions, and academic literature. To
strengthen its recommendations, the research draws on legal models from four
selected jurisdictions: namely, the United Kingdom, Australia, Malaysia, and
Singapore without engaging in a comparative analysis; as the study does not aim to
contrast legal systems but rather to draw practical legislative insights from selected
jurisdictions due to the structural differences between Iran’s civil law system and
common-law frameworks. These models serve as references to formulate contextsensitive
proposals for corporate law reforms Iran. The study identifies significant
deficiencies in the existing legal framework, including the absence of codified
fiduciary duties, ambiguous definitions of director types, and unclear disqualification
standards. In response, a set of model legal provisions is proposed to improve
director accountability, promote legal clarity, and support the evolution of corporate
governance in Iran. By offering these focused legislative recommendations, the thesis
contributes to both legal scholarship and practical reform efforts aimed at enhancing
transparency and sustainability in the Iranian corporate sector. The study also faced a
significant limitation in collecting empirical data as approaching board members of
Iranian joint stock companies many of which are under strong governmental control
raised legal sensitivities that restricted direct communication. Consequently, the
research proceeded with a doctrinal and analytical methodology instead of the
initially intended qualitative approach.