Document Type : Original Article

Highlights

Rights in the objective sense are historic and purposeful rules that are established to meet human needs and regulate the relationships of individuals in society. The life and validity of every legal rule depends on its effectiveness and role.

The phenomenon of the corporate group emerged for the first time with the granting of shareholding rights to commercial companies by the New Jersey state legislature in 1889 and the subsequent formation of parent and holding companies.

According to the process of privatization in Iran after the Islamic revolution, the concept of specialized state parent company has also been created, which oversees companies that carry out management duties in the form of state shares.

The results of this research show that in Iranian law, there are no regular and revised regulations regarding different types of companies, and the existing legal system is ambiguous and has legal flaws. Also, regarding specialized state-owned parent companies, it can be said that although these companies are state-owned or under government control, but considering the gathering of other companies with similar issues in their sub-category, they are actually a kind of administrative duties. They also apply the government, which may include a kind of cooperation between the government sector and the non-government sector.

Two basic advantages can be expected from the operation of state-owned parent companies, which are: creation of ability and adjustment with changing market positions and the possibility of orderly transition towards a suitable and timely financial structure in a flexible and appropriate time frame. The lack of concentration and development of competition in executive activities in the government sector at the national and regional levels, in principle, the lack of concentration in economic-commercial power is the main advantage of the parent company in the public sector.

In the law of the third development plan, the specialized parent company plays a role as a shareholder's representative in the general assembly of state-owned companies.

A holding company is a company that has preferred or major shares of several other companies; In the sense that he has at least one representative member on the board of directors of those companies and therefore has the right to vote and can manage and control those companies in this way, he can also benefit from the benefits of various businesses.

Due to the lack of legal requirements regarding the activities of the group of companies and the lack of comprehensive definitions of parent, subordinate, subsidiary and related companies in Iran's commercial law, companies are often controlled by another company through the acquisition of more than 50% of their shares. and a company that has more than 50% of its shares in the hands of another company is considered a subsidiary company.

A parent company is similar in definition to a holding company; a parent company is a company that buys the voting shares of another company through sufficient influence on the board of directors.

In general, the difference between the holding company and the parent company can be summarized as follows:

1- In addition to controlling subsidiaries, the parent company also has its own commercial activity; However, the holding company does not directly produce and provide services and is only responsible for the control and management of the subsidiary company.

2- The parent company may buy 100% of the shares of the subsidiary company; While the holding company buys up to 99% of subsidiary shares due to management policies.

3- The parent company may establish a new company as its subsidiary, while the holding company buys shares of existing companies due to its goals.

By examining the set of laws and regulations of the country, it is clear that not only there is no single and precise definition of public and private sector as well as public and private organizations, but sometimes the legislator in expressing the concept of public and private sector as well as public and private organizations with References to laws that have little relevance to the subject have added to this confusion.

In our legal system, the parent company is less discussed, and only in paragraph 22 of Article 1 of the Stock Exchange Law of 2004, the parent company is defined as follows: "A company that invests in an investable company in order to earn profit, He gets so many voting rights that he chooses the board of directors to control the company or is effective in choosing the members of the board of directors.

In the definition given in the Securities Law, it can be seen that it has not defined the parent company comprehensively and completely, and it has not specified the amount of voting rights that must be obtained in order to recognize a company as an investor company. . In the laws of Iran, there is no other comprehensive definition in this field, and currently in our country due to the lack of a comprehensive and clear definition in this regard, there is basically a difference between merger, amalgamation, sharing of interests and parent company and investment company and other companies. There are no similar titles and this is because of the similarities between these cases, especially the parent company and investment companies

The combination of business units takes place in different ways, as a result of which different types of combined companies such as holding company, parent company, investment and integration company, etc. are created. There is no clear distinction between these types of companies and titles The similarity of some of them with the holding company in the field of exploiting their own resources and gaining profit has caused the holding company to be unknown and unfamiliar in Iran.

In recognizing the relationship of subordination and dependence of two companies, we must be careful to distinguish between the subsidiary company and similar companies and titles and avoid using them interchangeably.

Regarding the specialized parent companies, our legal system is suffering from a severe confusion in such a way that:

The separation between the public and private sector in Iran's legal system is not clear, and this lack of clear boundaries between the two sectors has practically caused the legal status of the state-owned specialized parent companies to be in an aura of ambiguity. Also, the existence of different definitions of the state company in the public accounting law and the civil service management law and the creation of other concepts such as specialized parent companies and the lack of precise definition of the concepts of these companies by the legislator have caused many ambiguities.