Rights and Obligations of Partners in a Joint-Liability Company under Iraqi and Iranian Law

Abstract

Abstract: This study examines the rights and obligations of partners in a general partnership under Iraqi and Iranian legal systems, highlighting the nature of the partnership based on personal consideration and mutual trust among partners. This leads to their unlimited liability for the partnership’s debts, necessitating adherence to principles of justice and good faith in managing its affairs. The study also clarifies that the legislation in both countries has precisely defined the partners’ rights, including participation in management, financial oversight, making substantive decisions, and entitlement to profits, in addition to the right to intervene in cases of mismanagement or exceeding legal boundaries. The laws impose obligations on partners, such as providing the agreed-upon capital, settling debts, refraining from harmful competition, and adhering to rules governing the transfer of shares, all to ensure the partnership’s stability and prevent potential disputes. The research further highlights key differences between the two legal systems: Iraqi law emphasizes joint liability among partners and prohibits the transfer of shares without the consent of all parties, while Iranian law focuses on enhancing legal protection for the partnership and creditors by establishing clear frameworks for management authority and financial oversight. This study adopts descriptive, analytical, and comparative methodologies, aiming to answer the central question: What are the rights and obligations of partners in a general partnership under Iraqi and Iranian law? Through a comparison of the two systems, the research sheds light on the extent to which these provisions impact the stability of commercial partnerships, emphasizing the role of mutual cooperation in achieving the success and continuity of this legal model.