The aim of this research is to investigate the relationship between the corporate governance mechanisms and the debt absorption magnitude of listed companies in Tehran Stock Exchange. In this study, the corporate governance mechanisms include ownership centralization, institutional ownership, director board size, and director board independence. The liabilities to assets ratio is used to measure debt absorption magnitude, and also, company’s size, growth opportunity, profitability, liquidity, and tangible assets ratios as control variables. As the research sample, 120 companies are investigated during 2007-2012. The panel regression analysis (with fixed effect) is incorporated to test the hypotheses. The findings indicate that none of the corporate governance mechanisms have an impact on financial leverage. Also, the results show that the profitability, the liquidity and tangible assets ratio have a negative and significant impact on the debt absorption magnitude. However, the size of company and the growth opportunity have a direct impact factor on the debt absorption magnitude.