Legal person refers to the person in charge who engages in civil activities on behalf of the legal person in accordance with the provisions of the law or the articles of association of the legal person, and is the legal representative of the legal person. Actual controller refers to the actual manager of the company, that is, the actual person in charge. According to the relevant laws and regulations, the person in charge of civil activities on behalf of a legal person is the legal representative of the legal person, but more than 50% of the controlling shareholders and more than 30% of the shareholders who actually control the voting rights of listed companies are the actual controllers of the company.
Conditions required by the legal representative of the company:
1, legal person has age limit:
(1) must be at least eighteen years old;
(2) Must have full capacity for civil conduct;
2. The legal person must be a natural person with full capacity;
3. The legal person must be an internal member of the legal person organization with certain management ability and professional knowledge;
4. A legal person must be a person engaged in legal person business activities;
5. The legal person must be the main person in charge of the executing agency;
6. A legal person must be created and registered according to law in accordance with the procedures stipulated in the law and the articles of association of the legal person.
To sum up, the person in charge of civil activities on behalf of the legal person is the legal representative of the legal person, commonly known as the legal representative. However, in the actual operation and management of the company, the legal representative may only be a nominal figure and does not participate in the operation and management of the company. The actual manager of the company is the actual controller.
Legal basis:
Article 13 of the Company Law of People's Republic of China (PRC)
The legal representative of the company shall be the chairman, executive director or manager in accordance with the articles of association, and shall be registered according to law. Where the legal representative of the company changes, it shall go through the registration of change.
Article 216 The meanings of the following terms in this Law:
(1) Senior management refers to the manager, deputy manager, financial officer, secretary of the board of directors of a listed company and other personnel stipulated in the articles of association of the company;
(2) Controlling shareholders refer to shareholders whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Shareholders whose capital contribution or shareholding ratio is less than 50%, but whose voting rights are sufficient to have a significant impact on the shareholders' meeting and the resolutions of the shareholders' meeting;
(3) The actual controller refers to the person who is not a shareholder of the company, but can actually control the company's behavior through investment relations, agreements or other arrangements;
(4) Relationship refers to the relationship between the controlling shareholder, actual controller, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests. However, state-controlled enterprises are not related only because they are controlled by the state.