I. Executive Director
A limited liability company with few shareholders or a small scale may have an executive director instead of a board of directors. The functions and powers of the executive director shall be stipulated in the articles of association, but the functions and powers of the general executive director shall be exercised with reference to the relevant provisions of Article 47 of the Company Law on the functions and powers of the board of directors.
Two. Duties of the Executive Director
The chairman (executive director) has the duty of loyalty and diligence to the company, and shall not take bribes or other illegal income by taking advantage of his authority, or encroach on the company's property, or commit any prohibited act as stipulated in Article 149 of the Company Law.
But it depends on the specific situation, such as:
1, the executive director is not involved in the actual operation of the company. If you are not a shareholder of the company (even a nominal shareholder, you should bear the corresponding legal responsibilities), you don't need to bear any legal responsibilities under special circumstances.
2. You may also face legal responsibilities.
(1) Criminal responsibility: If you don't know anything, you don't have to bear any responsibility.
legal ground
Article 3 1 of the Criminal Law stipulates that if a unit commits a crime, it shall be fined, and the directly responsible person in charge and other directly responsible personnel shall be sentenced to punishment. In terms of criminal responsibility, in some crimes stipulated in the criminal law, in addition to punishing the unit, the legal representative and other responsible persons may also be investigated for criminal responsibility. In addition, when the actual controller of the company uses the company to commit economic crimes, the nominal legal representative does not directly participate, but if he knows that the actual controller uses the company to commit crimes and fails to stop or let the actual controller's behavior go, the nominal legal representative is likely to bear the corresponding criminal responsibility. Even if there is a written agreement between the nominal legal representative and the actual controller that "the nominal legal representative will not participate in the operation and management and will not bear corresponding responsibilities", there is a similar agreement.
(2) In terms of freedom, when the company faces bankruptcy proceedings, applies for compulsory execution or fails to pay taxes, the "nominal legal representative" may be subject to corresponding compulsory measures by the judicial and administrative organs. Such as blacklist, loan restriction, consumption, etc.
(3) Civil liability. Article 150 of the Company Law stipulates that directors, supervisors and senior managers who violate laws, administrative regulations or the company's articles of association when performing their duties shall be liable for compensation.