The legal representative is not necessarily the chairman or general manager. According to the law, the legal representative of the company can be the chairman, executive director and general manager. Who shall be appointed specifically shall be stipulated in the articles of association.
A legal person refers to an organization that has the capacity for civil rights and civil conduct, enjoys civil rights and undertakes civil obligations independently according to law. It can't be all kinds of behaviors in itself, and it must be replaced by the behavior of natural persons. 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.
A legal person must meet four conditions at the same time, none of which is indispensable.
(1) was established according to law. That is, a legal person must be a social organization recognized by the state. In China, there are two main ways to establish a legal person: one is based on laws and regulations or administrative examination and approval. For example, institutions and legal persons are generally established by laws, regulations or administrative examination and approval. Second, it was established after approval and registration. Such as industrial and commercial enterprises, companies, etc. , approved by the administrative department for Industry and commerce registration, become an enterprise legal person.
(2) Having the necessary property and funds. Legal persons must have independent property as the material basis for their independent participation in civil activities. Independent property means that a legal person enjoys the ownership or management right of property within a specific scope, and can control it independently according to his own will, while excluding external administrative intervention in the legal person's property.
(3) Having its own name, organization and place. The name of a legal person is a sign that distinguishes it from other social organizations. The name should be able to show the object and affiliation of the legal person's activities. After the registered name, the legal person enjoys the exclusive right. The organization of a legal person is an organization that handles all the affairs of a legal person. It is called the organ of a legal person and consists of natural persons. A legal person's place refers to a fixed place for production, business operation or social activities. The main office of a legal person is located in its domicile.
(4) Be able to bear civil liability independently. Refers to the legal person who bears full legal responsibility for the legal consequences of his own civil actions.
Definition of legal representative of a company
The internal relationship between the legal representative and the company legal person is often a labor contract relationship, so the legal representative belongs to the category of employees. However, in terms of foreign relations, when a legal representative conducts civil activities in the name of a legal person, the relationship between him and the legal person is not an agency relationship, but a representative relationship, and his representative authority comes from the explicit authorization of the law, so he does not need a power of attorney from the legal person. Therefore, the legal representative's external duty behavior is a legal person's behavior, and the consequences shall be borne by the legal person. In addition, a legal person may not oppose a bona fide third party by limiting the internal authority of the legal representative.
According to the company law, if it belongs to a company as a legal person, then the legal representative of the company is the chairman. If it is a sole proprietorship, partnership or other non-corporate legal person, the general manager may act as the legal representative of the company. Therefore, whether a company legal person is the chairman or general manager depends on the actual situation. To be exact, it cannot be said that a company legal person is a company, and the chairman or general manager is the legal representative of the company.
Legal basis:
Article 13 of the Company Law
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.