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Rabia Skini Associate Professor of Iran Atomical Energy Organization Seyed Elhamoddin Sharifi Ale-Hashem Ph.D. Student of Private Law, Tarbiat Modares University In spite of the companies may have all rights which law recognise for humans, for their unreal nature, they can not exercise their rights and inevitably performance of rights leave to humans which act as it's directors. Now, directors' powers limits not arise from legal theories, but they result from social and economic facts. Therefore, proxy and agency theories which indicate limited powers for directors and inconsistant with commercial exigencies and it's most important principles, namely security and speed, were set aside, the "Identification Theory" which contains all powers for directors in relation with third parties, was arised. Iran and English legal systems also, accepted this director's full powers. The full power is, merely in relation of company with third parties, but in relation of directors with company, they must act in limits of accertained powers and if they act ultra vires, they shall be responsible before the company. Although their act before third parties is effective.

Keywords: directors, ultravires, identification theory

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