First, the joint civil liability of the legal representative of the company
1. The legal representative of the company shall bear civil liability for the company if he intentionally or wrongly damages the interests of the company.
Usually, the legal representative of the company damages the company's liability for compensation due to serious dereliction of duty or collusion with the counterpart of the contract when signing and performing the contract.
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, should bear legal responsibility to the company or other third parties if he violates the law.
Common situations are as follows:
(1) If the legal representative of the company, as a shareholder or promoter, fails to fulfill his capital contribution obligations in full on schedule, he shall be liable for breach of contract to the shareholders who have paid their capital contribution in full on schedule or according to the agreement of the promoters.
(2) If the legal representative of the company, as a shareholder, abuses the rights of shareholders and damages the interests of the company and other shareholders, he shall be liable for compensation.
(3) If the legal representative of the company, as a shareholder, abuses the independent status of the company as a legal person and the shareholders' limited liability to harm the interests of the company's creditors, he shall be jointly and severally liable for the company's debts.
(4) If the legal representative of the company, as a shareholder, damages the interests of the company by taking advantage of his relationship with other units and causes damage to the company, he shall be liable for compensation.
(5) If the legal representative of a one-person limited liability company, as a shareholder, cannot prove that the company's property is independent of the shareholders' own property, he shall be jointly and severally liable for the company's debts.
3. The legal representative of the company is a senior manager of the company. In any of the following circumstances, his income will be owned by the company.
(1) misappropriate company funds;
(2) Opening an account for the company's funds in its own name or in the name of other individuals.
(3) In violation of the Articles of Association, lending the company's funds to others or providing guarantees for others with the company's property without the consent of the shareholders' meeting, the shareholders' general meeting or the board of directors;
(four) in violation of the articles of association of the company or without the consent of the shareholders' meeting or the shareholders' meeting, enter into a contract or conduct a transaction with the company;
(5) Without the consent of the shareholders' meeting or the shareholders' meeting, taking advantage of his position to seek business opportunities belonging to the company for himself or others and run the same business as the company he works for;
(6) Take the commissions of other people's transactions with the Company as their own;
(7) Unauthorized disclosure of company secrets.
Two. Administrative and criminal responsibility
If the legal representative of the company has any of the following circumstances, he may be subject to administrative sanctions (generally state-owned enterprises) and fines in addition to the company's responsibilities. If the case constitutes a crime, he shall be investigated for criminal responsibility according to law:
1. The company engages in specific business activities beyond the business scope approved and registered by the registration authority, which is illegal;
2. The company conceals the real situation from the registration authority and the tax authority and practices fraud;
3. Shareholders or companies withdraw funds and hide property to avoid debts;
4. Disposing of property without authorization after the company is dissolved, revoked or declared bankrupt;
5. When the company is changed or terminated, it fails to apply for change registration and announcement in time, thus causing great losses to the interested parties;
6, engaged in other activities prohibited by law, damage the national interests or social public interests.
Three. Other common criminal responsibilities
The legal representative of the company may violate the criminal law for his own reasons or company reasons and be subject to criminal sanctions. Usually, in the name of the unit, illegal acts are carried out with the will of the unit, which in most cases constitutes a unit crime. Unit crime not only punishes the unit, but also imposes a fine on the unit. Many times, the supervisor and the main person in charge will be held accountable.
The legal representative shall bear joint and several liabilities, including:
1. If the legal representative is at fault in performing his duties, causing damage to others, the legal person may claim compensation from the legal representative after assuming the responsibility;
2. As the investor of the company, the legal representative abuses the rights of the investor to damage the rights and interests of the legal person, or fails to make a truthful contribution, and is jointly and severally liable for the debts of the legal person.
If the legal representative causes damage to others when performing his duties, the legal person shall bear civil liability. After a legal person bears civil liability, it may claim compensation from the legal representative at fault in accordance with the law or the articles of association of the legal person. The investor of a profit-making legal person shall not abuse the rights of the investor to harm the interests of the legal person or other investors; Whoever abuses the rights of the investor and causes losses to the legal person or other investors shall bear civil liability according to law. The investor of a profit-making legal person shall not abuse the independent status of the legal person and the limited liability of the investor to harm the interests of the creditors of the legal person; Whoever abuses the independent status of a legal person and the limited liability of the investor, evades debts, and seriously damages the interests of the creditors of the legal person, shall be jointly and severally liable for the debts of the legal person.
To sum up, it is Bian Xiao's relevant answer to the situation that the legal representative is jointly and severally liable. I hope it will help you.
Legal basis:
People's Republic of China (PRC) Civil Code
Article 76 A legal person established for the purpose of obtaining profits and distributing profits to shareholders and other investors is a profit-making legal person.
For-profit legal persons include limited liability companies, joint stock limited companies and other corporate legal persons.
Article 77 A profit-making legal person has been registered and established according to law.
Article 78 A profit-making legal person established according to law shall be issued a business license by the registration authority. The date of issuance of the business license is the date of establishment of the profit-making legal person.