Shell companies are entities that exist solely on paper and lack real operations, offices, or employees, yet may possess bank accounts,tangible and intangible assets or even intellectual property.These companies effectively serve as cover mechanisms to conceal the illicit activities of groups or individual legal and natural persons,facilitating crimes such as tax evasion,money laundering, fraud, and illicit acquisition of assets.The present study, conducted using a descriptive-analytical method and relying on library-based data, examines the criminal foundations and legal consequences of fraudulent conduct through shell companies under Iranian law. The findings indicate that one of the primary motives for establishing shell companies is tax evasion and concealing economic activities.Additionally, these companies contribute to tax injustice and disruption of the economic system by selling fake invoices or tax identification numbers to other economic actors.From a criminal law perspective,conduct carried out under the guise of shell companies may constitute offenses such as forgery,fraud in transactions, illicit acquisition of assets, and participation in economic disruption.Furthermore, some individuals exploit the legal capacity of shell companies to minimize their legal obligations or obtain bank facilities without real financial backing.The results of this study suggest that legal gaps and weak registration oversight are the main factors contributing to the proliferation of shell companies.The study emphasizes the necessity of reforming company registration laws, integrating supervisory systems, ensuring transparency in financial processes and criminalizing the formation and use of shell companies to prevent the spread of economic crimes under the cover of these entities.