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   Under company law, the term “statutory (actual) merger” in its broad sense is meant that one, two or more corporations, especially stock corporations, are controlled by a single corporation. Stock corporations can control other stock corporation(s) in three ways: merger, purchase of stock, and purchase of assets. The first type is named “actual merger”, and when it takes effect, the separate existence of merged stock corporation(s) ceases to exist, and the survivor or new corporation will be the successor of the merged corporations. In the second and third types, which are generally referred to it as “acquisition”, the separate existence of merged stock corporation(s) continues after conclusion of the contract. In the light of the special nature of statutory merger, and the established principles therein, which are contrary to the general principles applied to usual agreements and contracts, only those principles can be adopted in the prescribed cases. Also the rules and principles named in the Article 105 of the 5^th developing Act are not enough. Thus, it is necessary for legislature to enact complete regulations applicable to actual merger; as it did in cooperative companies, so as to extend such rules to all types of corporations. The definition of “Statutory (actual) merger” is the same in Iranian and English laws. It contains simple merger and combined merger in English law the statutory (actual) merger is unilateral merger and bilateral or multilateral merger in Iranian law; this category is compatible with the simple merger and complex merger in English law.  
*Corresponding Author`s E-mail: Tafreshi@modares.ac.ir

Keywords: Statutory (actual) merger, Acquisition, Simple merger, Consolidation or amalgamation

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