محمد شادپور

Due to the specialization of activities in the capital market, intermediary institutions have emerged to facilitate participation in the capital market by pooling capital from market participants. One such intermediary financial institution is the investment fund, which was first stipulated in the Securities Market Act in ۲۰۰۵. This intermediary financial institution facilitates indirect investment by selling its investment units to applicants in the capital market, thereby forming a diversified asset portfolio. Investment funds, being relatively new compared to other legal structures that existed before, had ambiguities regarding their legal nature, structure, components, and the manner of establishment and operation. These ambiguities and gaps were partially addressed by the Development of New Financial Instruments and Institutions Act in ۲۰۰۹, followed by regulations and notifications issued by the Securities and Exchange Organization (SEO). Despite these measures, the emergence of legal personality for the fund, the variability of capital compared to fixed capital, and the ability to issue and redeem investment certificates based on net asset value were well-received. Therefore, given the growth in the number of investment funds in the capital market, this study legally examines the formalities and processes of establishing and operating an investment fund, while reviewing its legal nature, structure, and components, with emphasis on its capital structure in comparison to other financial institutions active in the capital market. The findings of this research demonstrate that despite the legal possibility of establishing an investment fund with fixed capital in the legal-financial system of the Iranian capital market, investment funds are currently formed with variable capital due to the flexibility of the variable capital structure, in accordance with the model articles of association of the Securities and Exchange Organization and the “Instructions for the Establishment and Operation of Investment Funds.” Therefore, it can be concluded that investment funds, despite structural differences with other institutions, are distinguished from other financial institutions due to their variable capital and the mechanism for issuing and redeeming investment certificates. The advantages of variable capital compared to fixed capital, especially in the formalities of increasing or decreasing capital, have led the legislator to provide for the possibility of establishing a company with variable capital in the Commercial Code Bills of ۲۰۱۲ and ۲۰۲۴.

  Keywords: Investment Fund, Investment Company, Investment Unit, Issuance and Redemption, Model Articles of Association and Prospectus, Securities and Exchange Organization.