تحلیل فقهی ـ حقوقی تخصصی‌سازی بانک‌ها در نظام بانکی ایران: چالش‌های بانکداری جامع، قرض‌الحسنه و حاکمیت شرعیه

1. Introduction and Objective
In recent years, the Iranian banking system has entered a new phase of structural transformation through the policy of bank specialization and reclassification. This policy emerged as a response to multiple interconnected challenges, including chronic structural inefficiencies in the banking sector, the need for more targeted credit allocation, increased supervisory complexity, pressures arising from international sanctions, and the necessity of improving financial stability within the framework of Islamic banking. Consequently, policymakers and regulatory authorities have attempted to redesign the institutional architecture of the banking system by classifying banks into several distinct categories, including commercial banks, specialized banks, comprehensive banks, and Qard al-Hasanah banks.
Although this transformation has primarily been justified on economic and regulatory grounds, its implications extend far beyond technical banking reform. The specialization of banks fundamentally alters the legal nature of banking operations, contractual relationships, supervisory mechanisms, and the jurisprudential foundations of financial intermediation in the Islamic banking system of Iran. Therefore, the reform cannot be adequately understood solely through economic analysis; rather, it requires a comprehensive Fiqhi-Legal examination capable of assessing the compatibility of the new structures with the principles of Islamic jurisprudence, banking law, and institutional governance.
Despite the growing importance of this transformation, existing studies in Iran have largely focused on economic efficiency, monetary policy, or financial performance, while the deeper Fiqhi-Legal dimensions of the specialization process have remained insufficiently explored. In particular, significant ambiguities persist regarding the legal identity of comprehensive banks, the possibility of segregating risks and liabilities within a single legal entity, the compatibility of Qard al-Hasanah banking with profit-oriented corporate structures, and the institutional requirements of effective Sharia governance.
Accordingly, the present study seeks to analyze the Fiqhi-Legal foundations, challenges, and supervisory implications of the new bank classification model in Iran. Special emphasis is placed on two emerging and highly challenging models: comprehensive banking and Qard al-Hasanah banking. Furthermore, the study aims to evaluate the adequacy of existing legal and supervisory frameworks and to propose a practical contractual solution capable of reconciling banking innovation with the principles of Islamic jurisprudence and legal coherence.

2. Methods and Materials
This study employs a qualitative research design based on a descriptive-analytical methodology. The research is fundamentally doctrinal and interdisciplinary, combining legal analysis, Islamic jurisprudential reasoning, and institutional examination within the field of Islamic banking studies.
The primary materials of the study consist of four categories of sources. First, the research examines relevant legal and regulatory documents governing the Iranian banking system, including the Seventh Development Plan policies, Central Bank regulations, banking laws, and supervisory directives concerning bank specialization and classification. Second, authoritative sources of Imamiyyah jurisprudence related to contracts, agency (Wakalah), partnership (Musharakah), Mudarabah, trust-based possession (Yad Amanah), liability, and Qard al-Hasanah were analyzed to determine the jurisprudential foundations of the proposed banking structures. Third, the study reviews the contemporary literature on Islamic finance, Sharia governance, and Islamic banking regulation in order to situate the Iranian experience within broader theoretical discussions. Fourth,
comparative analytical insights from studies on Sharia governance frameworks and Islamic financial supervision were incorporated to strengthen the institutional analysis.
The collected materials were examined through qualitative content analysis. The analysis focused on identifying conceptual tensions, legal inconsistencies, jurisprudential challenges, and regulatory gaps within the new banking classification framework. Particular attention was devoted to the legal structure of comprehensive banks, the interaction between multiple contractual relationships within a unified corporate entity, the governance challenges associated with Sharia compliance, and the structural contradictions embedded in Qard al-Hasanah banking.
The study also adopted an analytical-propositional dimension by developing a conceptual contractual model referred to as the “Multi-faceted Special Wakalah Contract.” This model was formulated through doctrinal synthesis and jurisprudential reasoning as a potential solution to the operational and legal challenges of comprehensive banking.

3. Research Findings
The findings of the study demonstrate that the specialization and reclassification of banks in Iran represent not merely an administrative or organizational reform but a profound transformation in the legal and jurisprudential architecture of the banking system.
The analysis indicates that commercial and specialized banks largely preserve the traditional agency-based structure of Iranian Islamic banking. Within this framework, depositors act as principals (Muwakkil), while banks function as agents (Wakil) responsible for allocating and managing financial resources through Islamic contracts. Consequently, banks primarily possess a fiduciary status characterized by trust-based possession rather than absolute ownership over deposited funds. Under Islamic jurisprudence, banks are not inherently guarantors of deposits unless misconduct, negligence, or deviation from contractual authorization can be established.
However, the study identifies a persistent challenge concerning the formalistic implementation of Islamic contracts, particularly in trade-based financing arrangements. In many cases, the absence of genuine asset transfer and the reliance on documentary formalities undermine the authenticity of contractual relationships and weaken the jurisprudential legitimacy of banking operations.
The most significant findings relate to comprehensive banking. This model combines two fundamentally different operational domains within a single institution: a commercial banking sector based on lower-risk agency relationships and a higher-risk investment sector relying on participatory contracts such as Musharakah and Mudarabah. The study finds that the central challenge of comprehensive banking lies in the absence of a clear legal basis for segregating risks, liabilities, and financial obligations between these distinct sectors while operating under a unified legal personality.
From a legal perspective, the principle of unity of legal personality and unity of assets in corporate law creates serious obstacles to the establishment of effective internal barriers between commercial and investment activities. This issue becomes particularly problematic when losses or liabilities originating in one sector potentially affect stakeholders in another sector. From a jurisprudential perspective, the coexistence of multiple contractual roles and obligations within a single institution raises concerns regarding the mixing of guarantees, liabilities, and contractual effects.
To address this problem, the study proposes a conceptual contractual framework termed the “Multi-faceted Special Wakalah Contract.” Under this model, the depositor enters into a primary agency contract with the bank, while the scope of authorization explicitly distinguishes between different investment and operational portfolios. The contract permits the bank to allocate resources separately to commercial and investment sectors according to predetermined conditions and risk structures. Through this arrangement, the bank retains its unified role as an agent while simultaneously facilitating differentiated investment activities through subsequent subsidiary contracts. The findings suggest that this model is more compatible with the jurisprudential principle that contractual effects are subordinate to the intentions and purposes of the parties (“al-‘uqud tabi‘ah lil-qusud”).
The study further reveals that Qard al-Hasanah banking faces a fundamentally different type of structural challenge. Qard al-Hasanah is inherently a benevolent, non-profit, and charitable financial arrangement rooted in social solidarity and welfare objectives. However, the incorporation of Qard al-Hasanah institutions within profit-oriented public joint-stock company structures creates a serious contradiction between social purpose and shareholder expectations. The research demonstrates that this structural tension may encourage institutions to rely excessively on service fees or quasi-commercial mechanisms that risk undermining the non-profit essence of Qard al-Hasanah and potentially transforming legitimate administrative charges into disguised forms of prohibited gain.
Another major finding concerns the necessity of a comprehensive Sharia governance system. The study concludes that the success of specialized banking models depends heavily on the establishment of a multilayered governance framework consisting of: (1) a centralized Sharia supervisory authority at the level of the Central Bank; (2) independent internal Sharia compliance committees within banks; and (3) an institutional culture committed to Sharia compliance across all operational levels. The findings further highlight the importance of periodic Sharia auditing, standardized supervisory procedures, and professionally trained experts capable of integrating jurisprudential and financial expertise.

4. Discussion and Conclusion
The findings of this study demonstrate that the specialization and reclassification of banks in Iran constitute a transformative shift in the institutional logic of Islamic banking rather than a limited regulatory adjustment. The reform has introduced new opportunities for improving efficiency, risk management, and sectoral financing; however, it has simultaneously generated complex jurisprudential, legal, and supervisory challenges that cannot be resolved through conventional banking regulation alone.
The study argues that the existing legal infrastructure of the Iranian banking system is not fully prepared to accommodate the operational realities of comprehensive banking. Specifically, current corporate law frameworks do not adequately recognize the segregation of liabilities and risks within a unified legal entity. As a result, the practical implementation of comprehensive banking may expose stakeholders to legal uncertainty, overlapping liabilities, and supervisory ambiguity unless substantial legislative reforms are introduced.
The proposed “Multi-faceted Special Wakalah Contract” offers a potential jurisprudential and contractual mechanism for mitigating some of these tensions. By maintaining the bank’s overarching role as an agent while contractually differentiating operational domains and investment mandates, the model provides a more coherent basis for integrating diverse banking functions within an Islamic legal framework. Nevertheless, the effectiveness of this model ultimately depends on the parallel development of supportive legal recognition, operational transparency, and supervisory enforcement.
Regarding Qard al-Hasanah banking, the study concludes that preserving its social and ethical objectives requires a distinct regulatory and institutional framework capable of protecting its non-profit character from market-driven pressures. Without such safeguards, the institutionalization of Qard al-Hasanah within commercial corporate structures risks weakening its original jurisprudential and social foundations.
More broadly, the study emphasizes that sustainable Islamic banking reform requires the institutionalization of robust Sharia governance mechanisms. Centralized Sharia supervision, independent compliance structures, periodic Sharia auditing, and the cultivation of an organizational culture of compliance are not merely supplementary mechanisms but essential prerequisites for maintaining legitimacy and public trust in specialized Islamic banking systems.
In conclusion, the research finds that bank specialization in Iran is a necessary but insufficient step toward meaningful banking reform. Its long-term success depends on complementary reforms in legal doctrine, supervisory institutions, corporate governance, and Sharia compliance mechanisms. Without such reforms, the objectives of efficiency, legitimacy, and financial stability envisioned by the specialization initiative may remain only partially achievable within the framework of Islamic banking.