Document Type : Original Research Paper

Authors

• M. Bagheri ¹
• M. Ajorlou ²
• S. Rahmani ³

¹ Associate Professor of Department of Private Law, Faculty of Law and Political Science, University of Tehran, Tehran, Iran.

² M.S in International Commercial and Economic Law, Faculty of Law and Political Science, University of Tehran, Tehran, Iran.

³ M.S in International Commercial and Economic Law, Faculty of Law and Political Science, University of Tehran, Tehran, Iran. (Corresponding Author).

Abstract

Objective: The insurance industry in the world is generally considered as a high-risk activity. Therefore, it has special regulations. The establishment of insurance institutions in the form of a company is one of the ways to reduce the risks in this industry. Thus, The purpose of this study is to find the reasons for determining the format of a public joint stock company for establishing insurance companies and to understand the existing challenges to support the interests of the policyholders and finally to provide an appropriate format and structure.
Methodology: A descriptive-analytical method has been used in this research. Books, articles and scientific resources of developed countries were used to collect information. the use of scientific and specialized journals in various databases has been prioritized.
Findings: The findings show that some characteristics of public joint stock companies persuaded the legislator to allow establishing insurance companies only in the form of the joint stock companies. One of the most important features, along with the large amount of capital and ease of leaving the company, is the facilitation of the insurer's support, which examines the behavior of public joint stock companies and their structure also strengthens the validity of this claim. According to the domestic regulations, the capital required to establish an insurance company and cover all types of risks will not be able to be provided by a natural person, so the answer is establishing an insurance company and collecting shareholders' capital to achieve this important fund. The degree of liability of each of the partners in the insurance company and the method of compensation should also be such that the insurer is confident that in case of damage, he can receive his compensation based on the insurance contract. Such issues are directly related to the structure of the insurance company. In the Commercial Code, the authorized forms for forming a company have not exceeded seven types, and according to the provisions of the Commercial Code regarding the formation of companies, Article 2 of Regulation No. 40 of the Supreme Insurance Council only forms a public joint stock company and a public joint stock cooperative company. But it has not provided an explanation as to why and for what reasons only these forms are allowed. However, some of the features of these types of companies, such as the ease of leaving the company, are also against the interests of the policyholders, as it exposes the company to large changes of investors and reduces coherence in management decisions, resulting in liquidation or bankruptcy. Thus, public joint stock companies are not currently the most appropriate legal framework for insurance companies. On the other hand, one of the issues that should be considered in determining the type of company is the protection of the interests of insurers, such as the country’s health system that implements mechanisms to protect patients so that patients and the public can participate in policy making and their opinions in the final health policy making is used to make better decisions with people's participation.
Conclusion: In the insurance system, special mechanisms, structure and monitoring system should be used so that insurers can actively participate in the insurance system in addition to ensuring the protection of their rights. Thus, According to the characteristics of a public joint stock company, it seems that the best format for forming an insurance company is to form an insurance company as a private joint stock company whose shareholders are large companies and typically investment holdings. In this way, credit risk can be avoided, since the multiplicity of partners does not cause dispersal of shareholders' votes, more efficient management can be expected, as well as the benefits of joint-stock companies in terms of supervision, management, decision-making based on corporate governance and responsibility Limited shareholders solved the challenges of public limited companies and, by improving financial performance, reduced financial risk and secured the interests of shareholders as well as insurers in a more efficient manner.  Therefore, in the insurance system, special mechanisms, structure and monitoring system should be used so that insurers can actively participate in the insurance system in addition to ensuring the protection of their rights. Thus, a private joint stock company with shareholders who are public joint stock companies can provide the most support to the interests of the policyholders. It reduces the fragmentation of management opinions and increases the coherence of the company's decisions and policies to ensure the interests of customers and policyholders.
 
JEL Classification: G22, K29, L19
 

Keywords

• Public Company
• Liability
• Insurance
• Capital
• Shareholders