نوع مقاله : مقاله پژوهشی
نویسندگان
1 استاد گروه حقوق خصوصی،دانشکده حقوق پردیس فارابی دانشگاه تهران،قم،ایران
2 خ زرتشت غربی- بعد از خیابان جویبار- پ ۳۴- طبقه دوم - واحد ۶
چکیده
کلیدواژهها
موضوعات
عنوان مقاله [English]
نویسندگان [English]
Crowdfunding contracts in Iran are based on raising capital from the public through an online platform operated by an intermediary and regulated by the High Council of Securities and Exchange and Iran Fara Bourse. From a private-law perspective, these contracts are considered innominate contracts and are therefore governed by Article 10 of the Iranian Civil Code. However, regulatory intervention is inevitable due to the public nature of fundraising, the need to protect economic public order, and the importance of ensuring the effectiveness of this financing mechanism. In addition, compliance with mandatory legal rules, particularly the prohibition of usury (riba) and interest-based returns, constitutes a fundamental requirement of such contracts.
Iranian law and regulatory requirements impose two major limitations on the principle of freedom of contract. First, crowdfunding arrangements must be structured on the basis of profit-and-loss sharing, while contractual provisions guaranteeing a fixed return to investors are prohibited. This requirement has created significant legal uncertainty because the contractual model envisaged by the regulator has not been clearly defined. Questions remain regarding its relationship to traditional participatory contracts under Iranian law, such as mudarabah and civil partnership, as well as its similarities to and differences from investment-based crowdfunding models in the United States and the European Union. A comparative analysis of these frameworks, together with an examination of Iranian statutory law, legal doctrine, and Islamic jurisprudence, is therefore necessary.
Second, crowdfunding contracts require a high degree of transparency in order to maintain the confidence of both sophisticated and non-sophisticated investors. This makes it essential to examine two key implications of the transparency principle: the prevention and management of conflicts of interest and the maintenance of information symmetry between the parties. These issues are also reflected in the applicable regulatory framework and play a central role in investor protection and market integrity.
کلیدواژهها [English]