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Corporate Service - China

Question

Q&A of Legal Representative

Answer
In a sense, being the legal representative of the company is to control the core power of the company. However, the legal representative must bear the corresponding legal responsibility while exercising the power. So what rights can a company's legal representative have and what kind of responsibility risks should he bear?

Q:
What is the legal representative?
A:
The legal representative refers to the person in charge who exercises the functions and powers on behalf of the legal person in accordance with the law or the articles of association of the legal person. The legal representative of a company is at the core of the company's management internally. It is the company's behavior to act on behalf of the company externally in the name of the company, and the legal consequences of the act shall be borne by the company.

Q:
Is the legal representative the same as legal person and legal representative?
A:
Dissimilarity. The legal representative is an individual, while a legal person is an organization, such as companies, state organs, institutions and so on. The legal representative is also an individual, who is authorized by the legal person to perform a specific duty. The legal representative is registered with the industry and commerce, so it does not need the authorization of the legal person to exercise its functions and powers. However, the legal representative does not have the industrial and commercial registration and needs to be authorized by the legal person separately. If the legal representative exceeds the scope or time limit of the authorization, he will no longer be the legal representative.

Q:
Who can be the legal representative?
A:
According to the company law, it is the chairman of the board, the executive director or the manager who can act as the legal representative. The legal representative can only be one person, and the specific person shall be stipulated by the articles of association.

Q:
Can one person act as the legal representative of two or more companies at the same time?
A:
It should be noted that since the legal representative is also a director or manager of the company, it should be noted that since the legal representative is also a director or manager of the company, he / she should comply with the requirements of the company law on the appointment of directors and senior managers. For example, without the consent of the board of shareholders, he / she should not be a legal representative of two competitive companies at the same time.

Q:
Can one person act as the legal representative of two or more companies at the same time?
A: Yes. If it is clearly stipulated in the articles of association of a foreign-invested enterprise that the legal representative of the enterprise is to be appointed by shareholders or negotiated among shareholders, it is not necessary to submit a resolution of the board of directors.

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