تحلیل روابط ارکان شرکت‌های سهامی بر اساس نظریه استیمان

‌ ∴ Introduction ∴ ‌
The legal landscape governing relationships among the constituents of joint-stock companies in Iranian law remains notably incomplete, lacking a cohesive theoretical grounding. Conventional approaches often treat commercial companies as exceptions to the general rules of civil law and Islamic jurisprudence, thereby perpetuating a fragmented understanding of their internal dynamics. Existing analyses fail to draw upon a cohesive jurisprudential framework, leaving critical gaps in the conceptualization of these commercial entities. To address this deficiency, the present study introduces and applies the Estimân (Trusteeship) theory, rooted in Shiite jurisprudence, as a unifying system of reference. By anchoring the internal relationships of joint-stock companies in this jurisprudential paradigm, the research aims to integrate legal and Islamic principles, thereby offering a more coherent and theoretically grounded approach to understanding the intricate interplay among shareholders, directors, and other key stakeholders. 
‌ ∴ Research Question ∴ ‌
The central inquiry guiding this study is: How can the relationships among the various components of joint-stock companies in Iranian law be justified, structured, and explained based on the Estimân (Trusteeship) theory within Shiite jurisprudence? 
‌ ∴ Research Hypothesis ∴ ‌
This research posits that by applying the Estimân theory as an underlying jurisprudential framework, the interactions and obligations among the shareholders, directors, and other elements of joint-stock companies can be both consistently defined and normatively justified. The hypothesis suggests that the Estimân theory, when properly interpreted and adapted, will yield a more stable and transparent legal environment that aligns with both Islamic jurisprudential principles and the broader objectives of corporate governance. 
‌ ∴ Methodology & Framework, if Applicable ∴ ‌
This study employs a doctrinal legal methodology, drawing on primary and secondary sources. It scrutinizes legal texts, jurisprudential treatises, commercial codes, and scholarly commentaries. 
‌ ∴ Results & Discussion ∴ ‌
The findings of this study demonstrate that conventional theories employed to explain the internal relationships within Iranian joint-stock companies—such as the director-as-agent model, legal representation, and the doctrine of directors as corporate organs—suffer from significant theoretical and practical shortcomings. These established frameworks have long been challenged by the evident conceptual gaps and contradictions they generate, particularly when attempting to reconcile the role of directors, shareholders, inspectors, and the legal personality of the company itself.
     A key discovery arises from the application of the Estimân (Trusteeship) theory to these corporate relationships. Unlike existing approaches, the Estimân theory does not rely on treating commercial companies as exceptions to general civil and jurisprudential principles. Instead, it positions the company as a legal entity capable of independently selecting and entrusting various components—directors, the general assembly, and inspectors—with the fulfillment of designated responsibilities. Under this theory, trusteeship emerges as the central conceptual framework: the company, as a legal entity, entrusts its directors with the management of corporate affairs, and in turn, shareholders entrust the company (and not the directors directly) with their investments and participation. This approach alleviates the persistent critiques that arise under other models.
     For example, previous interpretations faced difficulty justifying why the selection of directors by a majority of shareholders would also bind minority shareholders, or why the death or incapacity of a shareholder does not terminate a director’s tenure. The Estimân theory resolves these issues by shifting the focus from individuals—shareholders and their fractional interests—to the corporate legal personality as the source of authority. Directors and other key players are not chosen as agents of specific shareholders; instead, they are trustees of the company as a unified, volitional legal person. Similarly, the validity and continuity of a director’s mandate are not tethered to any single shareholder’s personal status but rather to the existence and operational viability of the company itself.
     This perspective also effectively addresses criticisms aimed at the agency theory and legal representation doctrine. Critics have noted that these models struggle to explain the retention of authority in the face of shareholder turnover or personal changes. The Estimân theory sidesteps this issue by clearly delineating that it is the company, as an enduring legal entity, which delegates authority. Thus, the termination of a director’s role is logically tied to the legal entity’s insolvency or dissolution, not to the life events of a particular shareholder.
     In addition, where legal representation models introduce complexities associated with exceeding authority or irrevocability, the Estimân theory brings clarity. Instead of a statutorily imposed representative whose bounds may be vague or inflexible, the theory envisions trustees selected based on the company’s own volition and governing documents, ensuring that their authority is both contextually defined and practically enforceable. This alignment between jurisprudential principles and corporate reality suggests that the Estimân theory is not merely an alternative model, but a more coherent and holistic framework better suited to the evolving nature of commercial companies in Iran. 
‌ ∴ Conclusion ∴ ‌
The conclusion of this research affirms the pressing need for a cohesive and jurisprudentially grounded theory to govern the relationships among the various components of joint-stock companies in Iranian law. Existing conceptual models have proven unable to neatly reconcile the intricacies of these commercial entities, leaving directors’ roles ambiguous and the corporate personality under-theorized. In turn, scholars and practitioners have struggled to rely on a firm legal-analytical foundation, often resorting to fragmented and ad hoc explanations.
     The Estimân theory directly addresses these deficiencies. It frames directors, inspectors, and the general assembly as trustees of the corporate entity, and the company itself as a trustee for its shareholders. This conceptual shift eliminates the perceived necessity of treating commercial companies as anomalies within civil law and Islamic jurisprudence. Instead, it enables a clearer, more principled approach: the company, as an independent legal entity, exercises its will by selecting trustees who manage, oversee, and guide its affairs. The authority and responsibilities of these trustees derive not from an uncertain nexus of shareholder mandates or legal fictions, but from the stable conceptual ground of trusteeship drawn from Shiite jurisprudence.
     This solution transcends the limitations of the agency, representation, and corporate organ doctrines. Where agency theory struggles to explain the universal binding of minority shareholders, the Estimân theory attributes the appointment of directors to the company’s own legal person. Where representation and organ theories fail to justify the ramifications of a shareholder’s death or incapacity, the Estimân theory points to the corporate entity’s enduring role as principal and trustee. The alignment between legal practice and jurisprudential principles renders this model resilient to common critiques, further validating its superiority.