I. Advantages and disadvantages of being the legal representative
In favor: the main functions and powers of the legal representative are the right to operate the company, sign contracts, sign various legal documents and participate in litigation.
(1) The legal representative exercises authority on behalf of the company.
Civil code (202 1. 1. 1 came into force)
The legal representative is the legal representative of a legal person, and the person in charge who exercises functions and powers on behalf of the legal person in accordance with the law or the articles of association of the legal person.
(two) the legal representative's right to sign legal documents
Regulations of People's Republic of China (PRC) Municipality on the Administration of Enterprise Legal Person Registration
Article 11 The legal representative of an enterprise as a legal person approved and registered by the registration authority is the signatory who exercises power on behalf of the enterprise.
Civil code (202 1. 1. 1 came into force)
Article 490 Where the parties enter into a contract in the form of a contract, the contract is formed when both parties sign or seal it.
company law
Article 129 stipulates that the shares shall be signed by the legal representative and sealed by the company.
Article 156 Where a company issues corporate bonds in the form of physical bonds, the company name, bond face value, interest rate, repayment period and other matters must be clearly stated on the bonds, which shall be signed by the legal representative and sealed by the company.
Article 7 The signature on a negotiable instrument includes signature, seal or signature and seal. The signature of the legal person or other organization that uses the bill shall be the signature of the legal person or other organization plus the signature of its legal representative or its authorized agent. The signature on a bill of exchange shall be the real name of the party concerned.
(three) to participate in litigation and sign the documents served by the court.
Article 49 of the Civil Procedure Law: Citizens, legal persons and other organizations may be parties to civil litigation. A legal person shall file a lawsuit by its legal representative. Other organizations are sued by their principal responsible persons.
Article 78 If the addressee is a legal person or other organization, it shall be signed by the legal representative of the legal person, the principal responsible person of other organizations or the signatory of the legal person or organization; If the addressee has an agent ad litem, he may send it to his agent for signature; If the addressee appoints an agent to the people's court, it shall send it to the agent for signature. "
Disadvantages:
Legal responsibilities assumed by the legal representative
(1) If the legal representative of the company intentionally or negligently damages the interests of the company, he shall bear civil liability for the company.
If the actor infringes upon the civil rights and interests of others due to his fault, he shall bear the tort liability.
(2) Since the legal representative belongs to and usually has the status of a shareholder, the legal representative of the company, as a shareholder, promoter or senior manager, shall be legally liable to the company or other third parties if he commits any illegal acts.
Shareholders of the company shall abide by laws, administrative regulations and the articles of association, exercise their rights according to law, and shall not abuse their rights to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.
Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law.
Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.
The controlling shareholder, actual controller, directors, supervisors and senior managers of the company shall not use their relationship to harm the interests of the company.
Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
2. Who can be the legal representative?
The survival and development of a company as a legal person depends on the realization of its rights and abilities, and this kind of law endows a legal person with certain rights and qualifications to undertake certain obligations, which are transformed into actual rights through the behavior of its legal representative. Therefore, the legal representative is an important part of the legal person organization and one of the necessary conditions for the establishment of a legal person. Because of this, when a company is established, it must be clear who the legal representative is and provide the corresponding legal person information. The legal representative of a company is a signatory who, in accordance with the articles of association of the company and with the approval of the registration authority, carries out civil acts on behalf of a legal person, acquires civil rights and assumes civil obligations in the name of a legal person. So what are the basic conditions for being a legal representative?
First, it must be a natural person with full capacity.
A legal person is an organization, and its own civil rights and obligations need to be realized through the behavior of natural persons. The behavior of a natural person as a legal representative will directly have legal consequences for the legal person it represents. Persons with no capacity for conduct and persons with limited capacity for conduct cannot independently engage in civil activities and need to be represented by their legal representatives. Therefore, the legal representative must first be a person with full capacity.
Second, he must serve as the chairman, executive director and manager of the company, and cannot serve as the legal representative of other positions.
According to the Regulations on the Administration of Registration of Legal Representatives of Enterprise Legal Persons promulgated by the State Administration for Industry and Commerce, under any of the following circumstances, the enterprise shall not be the legal representative of the enterprise, and the enterprise registration authority shall not approve the registration;
(1) Having no or limited capacity for civil conduct; 、
(2) A criminal penalty or criminal compulsory measure is being executed;
(3) Being wanted by the public security organ or the state security organ;
(4) Being sentenced to punishment for committing crimes of corruption and bribery, property infringement or disrupting the order of the socialist market economy, and the execution period has not exceeded five years; Being sentenced to punishment for committing other crimes, and the execution period has not exceeded three years; Or was sentenced to deprivation of political rights because of a crime, and the execution period did not exceed five years;
(5) Being the legal representative, director or manager of an enterprise that went bankrupt and liquidated due to poor management, and being personally responsible for the bankruptcy of the enterprise, and less than three years have passed since the end of the bankruptcy liquidation of the enterprise;
(6) Being the legal representative of an enterprise whose business license has been revoked due to violation of laws, and being personally liable for the illegal acts of the enterprise, and less than three years have passed since the date of revocation of the business license of the enterprise.
(seven) the amount of personal debt is relatively large, and it has not been paid off at maturity.
(eight) other circumstances stipulated by the law and the State Council can not serve as the legal representative of the enterprise.
3. What are the conditions for being the legal representative of the company?
The conditions for being the legal representative of the company are: having full capacity for civil conduct; Having a formal or temporary account at the place where the enterprise is located; Have enterprise management ability and relevant professional knowledge; Engaged in the production, operation and management activities of enterprises; The generated procedures conform to the provisions of national laws and articles of association of the enterprise; Documents meeting other relevant regulations.