The purpose of this research is to determine the relationship between corporate governance structure and the likelihood of fraudulent financial reporting. The likelihood of fraudulent financial reporting has been measured on the basis of Altman’s modified z score. For this purpose, 109 listed companies in Tehran stock exchange were investigated in a five – year period (2011-2015). To test the research hypotheses, and examine the relationship between the dependent and independent variables, the multivariate regression analysis model with a fixed effect model, and the weighted least squares method were applied. The research findings indicate that there exists a reverse relationship between the board expertise, audit commission effectiveness, and the independent non-executive director effectiveness with the likelihood of fraudulent financial reporting. That is, the effective corporate governance structure reduces the fraudulent financial reporting, and increases the financial reporting credit. Moreover, the results show that there is a meaningful relationship between the financial leverage (debt ratio), and the likelihood of fraudulent financial reporting. Furthermore, the board size and also the firm size have no meaningful impact on the likelihood of fraudulent financial reporting.