Why do we need to reduce the number of corporate legal persons, and what are the risks of being a co

Reducing the management level and reducing the number of corporate households" is a measure of the reform of state-owned enterprises. The compression of the management level is easy to understand, mainly to streamline the management organization, improve efficiency, and reduce management costs; Reducing the number of legal person households is not very understandable, but I think it has a little effect, that is, to regulate market competition, for example, the same actual controller, set up a number of legal entities, when bidding for a certain project, there may be bid-rigging. The reduction in the number of legal entities can alleviate this situation to some extent.

The change of legal person starts with the industrial and commercial bureau, I don't know what your specific situation is? Has there been any change in the registered capital? Have there been any changes in the other shareholders?

"Change Registration Schedule - Legal Representative Information" signed by the company (with the company's official seal);

In accordance with the provisions and procedures of the articles of association, the dismissal certificate of the original legal representative and the appointment certificate of the new legal representative shall be submitted: the resolution of the shareholders' meeting, the resolution of the board of directors or other appointment and dismissal documents shall be submitted by the limited liability company, and the resolution of the shareholders' meeting shall be signed by the shareholders (which shall comply with the voting method stipulated in the articles of association), and the resolution of the board of directors shall be signed by the directors of the company.

1. Application for Change of Company Registration signed by the company's legal representative (the company stamps the official seal);

2. The company's signed "Certificate of Designated Representative or Co-entrusting Person" (stamped with the company's official seal) and a copy of the identity document of the designated representative or entrusting person; The matters to be handled, the authority, and the authorization period of the designated representative or the co-entrusting person shall be indicated.

3. Resolutions and decisions on amending the articles of association;

The limited liability company submits a resolution of the shareholders' meeting signed by the shareholders representing more than two-thirds of the voting rights; A one-person limited liability company submits a written decision signed by the shareholders. The wholly state-owned company shall submit the approval documents of the state-owned assets supervision and administration agency of the local people's government or the people's assets at the same level authorized by it.

4. The amended articles of association or amendments to the articles of association (signed by the legal representative of the company);

5. If laws, administrative regulations and decisions stipulate that the company's change of relevant registration items must be submitted for approval, a copy of the relevant approval documents or license shall be submitted;

6. The original and copy of the company's business license.

As the legal representative of any enterprise, he must be responsible for all legal and illegal business activities of the enterprise, and be responsible for all the creditor's rights and debts of the enterprise. The responsibility of being the legal representative of a company is very significant.

If the enterprise is not its own, or it is not really an enterprise with a large number of shares, it is not a legal representative, and if it does, it must be the general manager of the enterprise, and have decision-making power over all the business activities of the enterprise.

If a legal person enterprise is involved in a legal action, the enterprise shall be the party to the litigation, that is, the plaintiff, the defendant, etc., while the owner or investor of the enterprise shall be the party to the litigation instead of the enterprise when the legal person enterprise is involved in a legal action.

The legal consequences arising from the legal representative of a legal person enterprise (such as the chairman of the board of directors) who represent the enterprise externally shall be enjoyed or borne by the legal person enterprise he represents.

The legal representative, also known as the authorized representative of the legal person, is not fixed and can be anyone, depending mainly on the authorization of the legal person, which can be authorized on a case-by-case basis or in a package of matters. So what are the benefits of being a legal representative? First of all, the legal representative refers to the act of the legal person, whose behavior is regarded as the act of the legal person according to the law, and all the legal rights and obligations arising from the act are enjoyed and borne by the legal person he represents. Secondly, when the legal representative obtains the authorization of the legal person, it is more convenient to carry out economic activities and promote the development of the company; Thirdly, when the legal representative can have a certain right to speak, he can make decisions on behalf of the legal person when dealing with some urgent matters; Finally, this lawyer would like to remind you that although there are many conveniences in being a legal representative, there are also certain risks, such as if the legal representative is at fault in exercising the right of representation in violation of laws and regulations, he or she will bear the corresponding responsibility.

Hello: Article 13 of the Company Law stipulates that the legal representative is generally the chairman, executive director or manager, who is employed by the company to perform duties for the company. It is worth emphasizing that the acts of the legal representative can be regarded as the acts of the company, and generally speaking, the consequences of the actions belong to the company, but the law stipulates that the legal representative will bear legal responsibility for the company's actions, including administrative liability, civil liability, and even criminal liability.

In practice, the commonly known legal representative generally refers to the legal representative of the company. The so-called legal representative of the company refers to the person in charge who exercises the company's functions and powers on behalf of the legal person in accordance with the provisions of the law or the articles of association of the legal person.

Therefore, there is always a risk that the nominal legal representative will bear legal liability due to the actions of the company or the actions of the actual controller of the company. This is especially true in the case of not being able to prove that he is a "nominal legal representative".

First, in terms of administrative liability, the "nominal legal representative" may bear administrative responsibility for the company's illegal and irregular acts. Unless he can prove that he was unaware of the company's actions.

Second, in terms of civil liability, the "nominal legal representative" may be liable for compensation for the losses caused to the company by the illegal and irregular acts of himself, the company's directors, supervisors and senior executives. According to the provisions of the Company Law, the company is liable for repayment to the outside world within the limit of its own property. However, if the actual controller manipulates the company with fictitious capital contributions, withdraws capital contributions, conceals or transfers assets, or disposes of property without liquidation during the litigation process, the "nominal legal representative" shall bear the corresponding civil liability for compensation.

Third, in terms of criminal liability, in some crimes stipulated in the Criminal Law, in addition to punishing the unit, the legal representative and other responsible persons may also be held criminally responsible. In addition, when the actual controller of the company uses the company to commit economic crimes, although the nominee legal representative does not directly participate, if he clearly knows that the actual controller is using the company to commit the criminal acts, but does not stop it, or allows the actual controller's behavior, the nominal legal representative is likely to bear the corresponding criminal liability, even if there is a written agreement between the nominal legal representative and the actual controller that "the nominal legal representative does not participate in the operation and management, and does not bear the corresponding responsibility". Similar agreements are only valid internally between the parties and have no external legal effect.

Fourth, in terms of personal freedom, when the company is faced with the specific circumstances of entering bankruptcy proceedings, being applied for compulsory enforcement or failing to pay taxes, the "nominee legal representative" may be subject to corresponding compulsory measures by the judicial and administrative authorities. Such as blacklisting, restricting loans, spending, etc.

Therefore, we must be cautious about the nominal legal representative.

Not risky! It's that it's too risky! All enterprise-related responsibilities such as corporate violations, tax evasion, and corporate liabilities must be borne by the legal representative in the end!

To be precise, you are the legal representative and not the legal person, and the legal person is your company. In any of the following circumstances, in addition to the legal person's responsibility, the legal representative may be given an administrative sanction or a fine, and if a crime is constituted, criminal responsibility shall be pursued in accordance with law:

1. Engaging in illegal business beyond the business scope approved and registered by the registration authority;

2. Concealing the true situation from the registration authorities and tax 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 public interest.

1. Bear civil liability for compensation to the legal person due to business faults; 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; 3. Civil sanctions for violations - fines, detention.

Difference 1: The scope of an enterprise legal person is larger than that of a corporate legal person, and a corporate legal person belongs to an enterprise legal person. An enterprise legal person refers to a social and economic organization that independently engages in commodity production and business activities for the purpose of making profits.

Including enterprises owned by the whole people, collectively owned enterprises, joint ventures, corporate enterprises, etc.

Difference 2: A corporate legal person is an organizational form of an enterprise and a corporate legal person for the purpose of profit. There are two basic types of corporate legal persons in China, namely limited liability company and share****.

A legal person enterprise refers to an enterprise that has obtained a business license as a legal person and has the status of a legal person. Includes:

1) Corporate enterprises (i.e. limited liability companies, shares);

2) Unincorporated legal person enterprises (which are problems left over from history, and are mostly state-owned enterprises and collective enterprises that have not yet been transformed).

Corporate legal persons include:

a) Companies;

2) Unincorporated enterprise legal persons.

A corporate legal person has the following characteristics:

1) Possess the legal requirements for an enterprise legal person and be registered upon approval;

2) It is an economic organization engaged in for-profit production and business activities;

3) Independently bear civil liability.

An enterprise legal person refers to an economic organization that has the legal requirements for a legal person, such as the name of the enterprise, the amount of funds, the articles of association, the organizational structure, the domicile, etc., and is able to independently bear civil liability, and has obtained the status of a legal person with the approval and registration of the competent registration authority.

A company is a for-profit enterprise legal person established in China in accordance with the Company Law, including a limited liability company and shares. It is a form of enterprise organization formed to meet the needs of large-scale production in the market economy and society. According to Article 57 of the General Provisions of the Civil Law of the People's Republic of China, a legal person is 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.

The difference between a corporation and a legal person is that a corporation must be a legal person, and a legal person is not necessarily a corporation.

A legal person is relative to a natural person, and refers to a social organization that has property at its disposal independently, and is able to independently participate in civil activities in its own name and in its own name, and to obtain civil rights and assume obligations for itself

There are many types of legal persons, such as association legal persons, government legal persons, and enterprise legal persons, and enterprise legal persons are only one type of legal person.

Generally speaking, as the legal representative of the company, there will be certain shares and dividends, in addition, the legal representative also has the following rights: 1. The legal representative of the enterprise shall exercise his powers and perform his obligations within the scope of his authority stipulated in national laws, regulations and the articles of association of the enterprise, participate in civil activities on behalf of the legal person of the enterprise, 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 the duties on his behalf.

3. The legal representative of an enterprise shall not concurrently serve as the legal representative of another enterprise legal person at the same time. 4. The legal representative of the enterprise legal person is the signatory who exercises authority on behalf of the enterprise. 5. The signature of the legal representative shall be filed with the competent registration authority.

The document signed by the legal representative is a legal document representing the legal person of the enterprise. The legal representative is at risk, and if the company does not repay the debt, the legal person does not need to be liable, but there is evidence to prove that the legal person needs to bear joint and several liability and even be subject to criminal punishment for the debts arising from the misconduct of the legal person. If the legal representative of a one-person company, as a shareholder of the company, cannot prove that the company's property is independent of his own property, he shall be jointly and severally liable for the company's debts.

Legal persons have a wider range of obligations and rights. To put it simply, the criminal situation of a company in criminal law may make the legal person bear the relevant legal liability, and only as a contributing partner can avoid liability.

There is not much difference from the perspective of shares, when it is not a legal person, but from the long-term perspective of the company, there must be a difference, this must be said from several aspects:

1. If you have enough confidence in the company you invest in and think that there must be development prospects, you are right. In the future, the advantages of the company's growth until it goes public will be obvious. On the other hand, if it is uncertain, you will not be able to sleep well in the middle of the night.

Two: If the funds are sufficient, you can also choose to be a legal person, after all, the title is positive, and the partner is the deputy, which adds a lot of superiority to the psychology.

Three: If you choose to be a legal person, then the weight of speech is heavier, and you have the final decision-making power; If you think that you are superior to others in decision-making, then it is incumbent on you to choose to be a legal person for the sake of the company's long-term considerations.

Four: If you don't have enough stamina and management ability, then you should be cautious, we all know that at the beginning of the company's establishment, there will be a lot of things to deal with, and you must be well organized, otherwise you will be exhausted in the end. And at the beginning of the establishment, there are unpredictable things about the future direction, and it is necessary to prepare for the worst.

Five: If you are young enough, you have courage. Then you don't have to think too much about the unfavorable factors, believe that you will do it, and think in a good direction; It is also necessary to accumulate a priceless wealth in life, and to be more accurate and confident in positioning yourself in the future.