What are the responsibilities of a corporate legal person?

Under what circumstances is a corporate legal person liable?

The company bears civil obligations independently, and the legal representative of the company is not liable for the debts of the enterprise, but if it is caused by the intention or gross negligence of the legal representative, the shareholders of the company may require the legal representative to bear tort liability, and if it constitutes a crime, he will be investigated for criminal liability.

Legal Analysis: A legal person refers to an organization that has the capacity for civil rights and civil conduct, and independently enjoys civil rights and bears civil obligations in accordance with the law. A legal person is different from a natural person in that it is an inanimate social organization, and the essence of a legal person is the legal personification of a certain social organization.

"Legal representative" is a definite legal concept, which refers to the person in charge of exercising authority on behalf of the legal person in accordance with the provisions of the law or the articles of association of the legal person, and is the legal representative of the legal person. The legal representative represents the interests of the enterprise legal person and exercises the rights of the legal person in accordance with the will of the legal person. The legal representative is responsible for organizing and leading production and business activities within the enterprise; Representing enterprises externally, with full authority to handle all civil activities.

The powers of the legal representative are conferred by the legal person, and the legal person bears civil liability for the normal activities of the legal representative. However, if the representative's actions exceed the scope of the rights granted by the legal person, the legal person may be liable for it.

Legal basis: Civil Code of the People's Republic of China

Article 60: Legal persons independently bear civil liability with all of their assets.

Article 61: In accordance with the provisions of the law or the legal person's charter, the responsible person for engaging in civil activities on behalf of the legal person is the legal representative's legally-designated representative. For civil activities engaged in by the legal representative in the name of a legal person, the consequences of the legal limb and wisdom socks shall be borne by the legal person. The legal person's charter or the legal person's authority body's restrictions on the legal representative's right to represent must not be opposed to the bona fide counterpart.

1. Bear civil liability for compensation to the legal person due to business fault.

Opinions of the Supreme People's Court on Several Issues Concerning the Implementation of the "General Principles of the Civil Law of the People's Republic of China" (for Trial Implementation) Where the legal representative of an enterprise legal person and other staff members engage in business activities in the name of a legal person that cause economic losses to others, the enterprise legal person shall bear civil liability. After a legal person assumes liability to a third party, it may recover the liability of the legal representative or other staff member who is at fault.

2. The legal representative may bear the legal liability for civil tort due to the individual or joint infringement of the property of the unit.

Article 107 of the General Principles of the Civil Law stipulates: "Citizens and legal persons who infringe upon the property of the State or the collective, or the property or person of others due to their fault, shall bear civil liability. ”

3. Civil sanctions for violations - fines, detention.

Article 49 of the General Principles of the Civil Law stipulates: "In any of the following circumstances, in addition to the legal person's responsibility, the legal representative may be given administrative sanctions or fines, and if a crime is constituted, criminal liability shall be investigated in accordance with law:

1) Engaging in illegal business operations beyond the scope of business approved and registered by the registration authority;

2) Concealing the true situation from the registration authorities and taxation authorities or committing fraud;

3) Evading funds or concealing assets to evade debts;

4) Disposing of property without authorization after being dissolved, revoked, or declared bankrupt;

5) Failure to apply for registration and announcement in a timely manner when changing or terminating, causing major losses to interested parties;

6) Engaging in other activities prohibited by law, harming the national interest or the societal public interest. ”

Analysis of the law: The liabilities that a corporate legal person needs to bear include criminal and civil liability. If a unit commits a crime, the unit must bear the responsibility for fines, and in many cases, the person in charge who is directly responsible and other personnel who are directly responsible will also be held responsible.

The legal person bears the civil liability arising from the legal representative's official acts, and the legal representative generally does not need to directly bear the civil liability.

Legal basis: Article 58 of the Civil Code of the People's Republic of China A legal person shall be established in accordance with law. Legal persons shall have their own name, organizational structure, domicile, financial assets, or funds.

The specific conditions and procedures for the establishment of a legal person shall be in accordance with the provisions of laws and administrative regulations. Where laws or administrative regulations provide that the establishment of a legal person must be approved by the relevant organs, follow those provisions.

The legal person of the company is subject to the following legal liabilities: the responsibility to comply with the law and the articles of association, as well as the liability of the company for the debts of the company with all its property in respect of the civil activities of the company. However, if a shareholder of the company abuses his rights as a shareholder and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with law.

Legal basis

Article 3 of the Company Law of the People's Republic of China.

The company is an enterprise legal person, has independent property of the legal person, and enjoys the property rights of the legal person. The company is liable for the debts of the company with all its property.

The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are liable to the company to the extent of the shares they subscribe.

Article 20. Shareholders of the company shall abide by laws, administrative regulations and the articles of association of the company, exercise their rights in accordance with the law, and shall not abuse their rights to harm the interests of the company or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.

Where a shareholder of a company abuses his rights as a shareholder and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with law.

Where a shareholder of a company abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, they shall be jointly and severally liable for the company's debts.

Often, legal persons are confused with legal representatives. In China's "Company Law", the legal representative refers to the chairman, executive director or manager in accordance with the provisions of the company's articles of association, and is registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed.

The name of the company's legal representative shall be recorded on the company's business license. Whereas, a legal person refers to a corporation. Generally speaking, the legal representative is generally not liable.

The legal representative's duty act is the act of the enterprise legal person, and the resulting civil liability shall be borne by the company, and the legal representative generally does not directly bear civil liability to a third party. However, if the legal representative violates the law in engaging in civil and commercial activities, the legal representative may bear the following civil legal liabilities: 1. Bear civil liability to the company for business faults; 2. The legal representative shall bear tort legal liability for the infringement of the company's property alone or jointly; 3. Liability for fines, detention and even criminal penalties for illegal acts.

Article 3 of the Company Law of the People's Republic of China A company is an enterprise legal person, has independent legal person property, and enjoys the property rights of a legal person. The company is liable for the debts of the company with all its property. The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are liable to the company to the extent of the shares they subscribed for.

Article 13 of the Company Law of the People's Republic of China The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the articles of association, and shall be registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed.