And according to the second point of view, while accepting the identification of directors and corporation, the personal existence of the directors in the internal relations of the corporation is not ignored. And the will of the director at the time of making decision or taking action for the company is considered to be the successor and manifestation of the will of the corporation and the decision of the director is considered to be decision of the company. The organ theory has a significant impact on the criminal and civil liability of corporations and on the fact that the restriction of directors’ authorities against third parties is not valid. In the past, the board of directors was considered to be the sole organ of a corporation, but currently other managers are also considered to be its organ. .The organic theory of directors in corporations is accepted in Germany and England. Although there is disagreement in Iranian law, some jurists are inclined to the above theory.