Explanation of Article 531
The article clarifies the ruling regarding whether a partner's share in the company is determined by what each of them is obligated to contribute to the other partners, whether in money or work, and whether this obligation has arisen in their liabilities collectively in solidarity.
The first paragraph clarified the permissibility of establishing the company on the basis of the solidarity of the partners in what they are obligated to contribute in their liabilities, whether in money or work, for the benefit of the company. Each partner's share in the company's capital is determined by what each partner is obligated to contribute to the other partner; the paragraph, with its ruling, included the two types of companies known in Islamic jurisprudence: "Wujooh" and "A'maal." In these, a partner's share in the company's capital is determined by what he is obligated to contribute to the other partner in the company's contract. With this ruling, the paragraph affirmed the permissibility of these two types of companies; and that a partner's share, just as it can be present money, can also be what he is obligated to contribute in his liabilities as debts to others, provided these debts are not financial; such as a partner committing to perform certain work for the company or to provide tools and equipment for the company, and so on.
The second paragraph clarified the ruling in the event that the partners did not appoint someone to manage it, whether from among them or from others, and decided that each partner has the right to manage the company's funds and dispose of them in a way that achieves the purpose for which it was established without needing to refer back to the other partners; since the system considered the lack of appointment by the partners of someone to manage the company's affairs as implicit consent from all partners that each of them acts as an agent for the other partners in managing the company's funds and disposing of them to the extent that achieves the company's purpose for which it was established.
The paragraph also referred to the right of the remaining partners to object to a partner who wants to perform an act of management or an act of disposal that falls within the company's purposes, and that the partner does not have the right to complete the objected work, but must refer back to the partners to make a decision regarding it. The matter does not lack two scenarios:
The first scenario: The majority of the partners, considering the value of the shares, reject the objection submitted by the objecting partner. In this scenario, the partner who wants to perform the work may complete the objected work.
The second scenario: The majority does not reject the objection submitted by the partner. In this scenario, the objection remains, and the partner who wants to perform the work may not complete the objected work. This scenario includes cases where the partners' votes are equal, with half rejecting the objection and half supporting it; thus, the objection remains, and the partner who wants to perform the work may not complete the objected work.
Related To
Article 531
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A company may be established between the partners on the basis of joint and several liability with regard to the property or work they are obligated to contribute for the company’s benefit; the contribution of each partner to the company’s capital shall be in proportion to the liability borne thereby, unless agreed otherwise.
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The contribution of partners may be in the form of property or work, and it may also be in the form of equipment and tools necessary for the work.