Background and Objective: Commercial companies, as the most important instruments for organizing economic activities, play a fundamental role in market development and capital attraction, while founders occupy a decisive position in the process of establishing these entities. Accordingly, this study examines the mandatory rules governing the capacity and legal competence of company founders in the legal systems of Iran and England. The purpose is to clarify the theoretical foundations, identify the legal requirements for founders, and analyze the effectiveness of these rules in safeguarding economic public order.

Materials and Methods: This research is theoretical in nature and employs a descriptive–analytical method.

Findings: The findings indicate that both legal systems emphasize the necessity of legal capacity for founders and impose restrictions on certain categories of persons. However, differences exist in the regulatory approach. Iranian law relies more heavily on mandatory rules and ex ante legal control by prescribing specific conditions for founders. In contrast, English law adopts a more flexible framework that places greater emphasis on fiduciary responsibilities and ex post accountability mechanisms.

Ethical Considerations: Throughout all stages of this research, the principles of originality, honesty, and academic integrity have been observed.

Conclusion: The study concludes that the effectiveness of regulations in this field depends on establishing a balance between preventive oversight and mechanisms of legal responsibility. Drawing on the experience of English company law may therefore contribute to the improvement and development of the Iranian legal framework.