Background and Aims: The responsibility of shareholders in joint-stock companies is one of the controversial issues. The void of crossing the legal personality of the company is evident in Iranian law, and conducting researches of this kind that deal with the comparative study of the issue with English and American law can provide the necessary ground for the legislator's attention to this issue.The purpose of this article is to examine the responsibility of shareholders for the company's debt in Iranian commercial law with a comparative approach.
Materials and Methods: This article is descriptive and analytical. The materials and data are also qualitative and data collection has been used.
Ethical Considerations: In this article, the originality of the texts, honesty and trustworthiness are observed.
Findings: The findings of the research indicate that In the laws of countries such as England and America, shareholders are responsible for the company's debts according to the theory of passing from the legal personality of the company, but in Iran's commercial law, the theory of passing from the legal personality of the company has not been considered. Passing the legal personality of the company is a solution to deal with the abuse of the limited liability entity and the legal personality of such companies.
Conclusion: Passing the legal personality of the company is a solution to deal with the abuse of the limited liability institution and the legal personality of such companies. Of course, despite the lack of legal clarification of exceptions to the rule of limited liability, it should not be considered absolute and unlimited.The concept of the theory of prohibition of abuse of right and prohibition of "tricks and fraud" has its roots in the jurisprudential rule of harmlessness and has been reflected in Iran's legal system through Article 132 of the Civil Law and other articles which, according to Article 132, cast a shadow on them.