Many Iranian jurists, accepting and applying the principle of expertise, believe that the subject of the company should be considered as a kind of restriction on the competence and competence of legal entities, therefore, legal actions outside the subject of the company are absolutely invalid and invalid. In the law of England, legal actions outside the subject of the company were considered void under the title of "the rule of exceeding the limits of authority"; But today, the aforementioned rule is applied more flexibly, and if the legal actions of the manager who deals with third parties with the company are outside the scope of the company's subject matter, the above-mentioned legal actions create an obligation for the company. The subject of the company limits the company's competence or only determines the limits of the managers' powers and is different from the general competence. The challenged issue is whether the transaction outside the subject of the company by the board of directors and the CEO of the commercial company is void or invalid, what is its legal status against third parties of the company and shareholders? The present research, using a descriptive and analytical method and using library tools, found that the consideration of the Iranian Commercial Law and its amendment bill as well as the regulations of the English legal system indicate the importance of the evolution of legislation in Iran in order to specify an article related to transactions outside the subject of the company. Is.