The legal representative refers to an act that is regarded as a legal person according to law, and all legal rights and obligations arising from its actions are enjoyed and undertaken by the legal person it represents. According to the mode of production, there are three types of legal representatives:
1, legal representative
Its behavior can be regarded as a legal person's behavior without additional confirmation and authorization.
2. Legal representative
That is, according to the law, under certain conditions, through certain procedures or external manifestations, its behavior is regarded as that of a legal person, such as the liquidation group when the legal person terminates.
3. Authorized representative
According to written or unwritten agreement, or according to the form of agency by estoppel in civil law, its behavior is regarded as legal person's behavior. Such as hiring lawyers, shop assistants, sales representatives, general managers, etc.
The legal representative is a natural person authorized by the company to exercise legal rights. Including legal representative, legal agent and authorized client. The rights of the legal representative are effective from the beginning and are directly endowed by law.
The other two are natural persons authorized by the company to perform specific actions on behalf of the company.
Extended data:
Responsibilities and obligations of the legal representative of the company:
1. The legal representative of an enterprise should bear different legal responsibilities on different occasions.
For example, in the case of representing an enterprise, its personal signature will lead to the consequences of the enterprise taking responsibility; If the enterprise goes bankrupt and assumes personal responsibility, the legal representative will be subject to many restrictions in running the enterprise in the future;
If an enterprise violates the relevant laws and regulations, it may restrict the person of the legal representative. If it refuses to execute the court judgment, the legal representative will be detained; If a legal person commits a crime, the legal representative will be subject to criminal punishment, and so on. The above is just a list, not complete.
2. If there are no defects (such as defects in capital contribution) when the legal person is established, the liability for losses shall be borne by the legal person itself, and it is neither a shareholder nor a legal representative. Of course, if it is a state-owned enterprise, unless the legal representative has dereliction of duty, the severity reaches the level of criminal law investigation or administrative sanctions should be given;
3. As long as a sole proprietorship legal person can distinguish between legal person's property and personal property, it doesn't need the legal representative to bear civil liability. When a legal person is in the form of a limited company, the company shall bear all its property, and the individual shareholders shall not be responsible, except for the defects in capital contribution when it is established.
If there are contradictions and disputes,
The legal representative of a company is the legal representative of an enterprise as a legal person and engages in civil activities on behalf of the legal person. After becoming a legal agent, his natural personality is absorbed by the legal person, and all the responsibilities assumed as a legal agent in civil acts are borne by the legal person.
However, the responsibility for exercising civil acts unrelated to the identity of the legal representative shall be borne by me. If the legal representative is at fault in exercising his right of representation in violation of laws and regulations, he shall bear corresponding responsibilities.
China's "General Principles of Civil Law" stipulates six situations in Article 45:
(1) engages in illegal business activities beyond the business scope approved and registered by the registration authority;
(2) concealing the real situation from the registration authority and the tax authority or practicing fraud;
(3) Evading funds or hiding property to avoid debts;
(4) Disposing of property without authorization after dissolution, cancellation or bankruptcy;
(five) the change or termination is not registered and announced in time, which has caused great losses to the interested parties;
(six) to engage in other activities that harm the national interests or social public interests prohibited by law.
These illegal acts are still borne by the legal person, and the legal representative is not exempted from other responsibilities caused by them, that is, he can be given administrative sanctions, fines and other penalties. If a crime is constituted, criminal responsibility shall be investigated according to law.
Of course, the legal representative also has the following rights:
(1) The legal representative of an enterprise shall exercise his/her functions and powers and perform his/her obligations within the scope of functions and powers stipulated by national laws, regulations and the articles of association of the enterprise, participate in civil activities on behalf of the enterprise as a legal person, be fully responsible for the production, operation and management of the enterprise, and accept the supervision of all members of the enterprise and relevant authorities.
(2) The legal representative of the enterprise may entrust others to perform their duties.
(3) The legal representative of the enterprise entrusts others to perform their duties. The duties that must be performed by the legal representative according to laws and regulations shall not be entrusted to others.
(4) The legal representative of an enterprise shall not concurrently serve as the legal representative of other enterprise legal persons. Due to special needs, they can only work concurrently in enterprises with affiliation or joint venture or investment, and they will be strictly examined by the competent department of the enterprise or the registration authority.
(5) The legal representative of an enterprise as a legal person is the signatory who exercises authority on behalf of the enterprise.
(6) The signature of the legal representative shall be filed with the registration authority. The document signed by the legal representative is a legal document representing an enterprise as a legal person.
Baidu Encyclopedia-Legal Representative