2023年6月26日发(作者：)

法人的概念（Concept of legal person）

Legal representative

Open categories: Law, the company, the company law, the

corporate representative

The legal representative and the legal representative are two

different legal concepts.

Legal representative generally refers to a person who acts as

a legal representative in accordance with the internal

provisions of a legal person, or is appointed by a legal

representative to represent a legal person to exercise civil

rights and obligations in accordance with the law. It is not

an independent legal concept. A legal representative is legally

authorized to act as a representative of a person. Without the

authorization of the legal representative, no legal

representative can be produced.

As the legal entity of civil rights, the legal representative

of a legal person may have more than one. The legal

representative of the foreign powers should be the legal

representative of licensing restrictions, he can only

represent the legal persons to carry out activities in the scope

of legal representative authorized duties, his behavior is not

the legal action, but the corporation direct legal effect.

There is no definite procedure for the change of a legal

representative, and he does not need to register.

In everyday use, "legal representative" refers to the legal

representative of a legal person. In legal language, legal representative means that according

to the law, the act is regarded as the act of a legal person,

and all legal rights and obligations arising from its actions

are enjoyed and assumed by the legal person represented by it.

According to the mode of production, there are two main

categories of legal representative:

1) a legal representative (meaning as aforesaid); whose act is

not considered as a legal person without the need for additional

confirmation and authorization;

2) legal agents, that is, according to the law, under certain

conditions, through certain procedures or external

manifestations, their behavior as a legal person's behavior,

such as the liquidation of the legal person at the end of the

liquidation group;

3) an authorized representative may act as a legal person in

accordance with a written or non written agreement or in the

form of an agent in accordance with the civil law form. Such

as the lawyer to hire, the legal person sales clerk, sales

representative, general manager and so on.

Legal representative

Refers to the principal person who represents the legal person

in accordance with the law, exercises the civil rights and

performs the civil obligations (such as: the factory director,

the chairman of the company, etc.).

Article forty-ninth of the Civil Procedure Law of the people's

Republic of China stipulates that a legal person shall be

represented by its legal representative; others shall be

subject to litigation by its principal person in charge.

The legal representative has the right to sue on behalf of the

unit and to the people's court, the lawsuit behavior, is the

unit (or legal) litigation acts, directly to the unit (or legal)

legal effect. On behalf of the legal representative of the legal

person and there is a certain difference, representative

behavior is not representative of their own actions, only to

be the agent direct legal effect, and the legal representative

of the behavior of enterprises, institutions and other acts of.

1, legal representatives of enterprises should bear different

legal responsibilities on different occasions.

For example, on behalf of the occasion, the personal signature

that cause the enterprise to take responsibility for the

consequences; if the bankruptcy of the enterprise and

individual responsibility, the legal representative will be

the future enterprises run many restrictions; if the enterprise

violates the provisions of relevant laws, legal representative

person may be limited, such as refusing to execution of the

judgment of the court legal representative detention;

corporate crime, the legal representative will be subject to

criminal sanction, etc., more than just listed, incomplete.

The landlord will not continue to act as the legal

representative and shareholder of the company, and may be

deemed to have the intention to withdraw from the company. There are two methods:

Method 1. Transfer the shares in accordance with the provisions

of article seventy-second of the company law.

Article seventy-second of the company law:

Shareholders of a limited liability company may transfer any

or all of their shares with each other.

The transfer of shares by a shareholder to a person other than

a shareholder shall be agreed upon by more than half of the other

shareholders. The shareholders shall notify other shareholders

in writing of the transfer of their shares in consultation with

other shareholders, and if the other shareholders fail to reply

within thirty days from the date of receipt of the written

notice, they shall be deemed to have consented to the transfer.

If more than half of the other shareholders do not agree to the

transfer, the shareholder who does not agree shall buy the

equity interest in the transfer; if not purchased, it shall be

deemed to have consented to be transferred.

Share rights subject to the consent of shareholders, under the

same conditions,

Other shareholders have the right of preemption. If more than

two shareholders claim to exercise the preemptive right, they

shall determine their respective purchasing proportions

through consultation; if the negotiations fail, the preemptive

right shall be exercised in accordance with the proportion of

the respective contributions. Where there are other provisions in the articles of Association

concerning the transfer of shares, such provisions shall

prevail.

In accordance with the above provisions, the landlord may at

the shareholders' meeting put forward the transfer of shares

to others, such as other shareholders do not agree, it requires

the purchase of ownership of the landlord.

If other shareholders do not want to transfer ownership of the

ownership of the landlord, there is no other than the

shareholders willing to transfer ownership of the landlord, the

use of second methods.

Method two:

Dissolution of the company shall be made to the shareholders'

meeting in accordance with the provisions of article 181st,

paragraph second and articles of association of the company

law.

If other shareholders oppose the dissolution of the company,

but are unwilling to accept the ownership of the landlord, the

landlord may file a lawsuit against the people's court in

accordance with the company law 183rd.

Article 183rd of the company law:

There are serious difficulties in the management of the company,

will continue to exist heavy losses of the interests of shareholders, can not be solved by other means, all

shareholders holding ten percent or more of the voting rights

of the shareholder may request the people's court for the

dissolution of the company.

Generally speaking, a limited liability company has the

characteristics of human integrity and equity. When a person

breaks down, the court will decide that the company has no value

to continue (theoretically called the "company deadlock").

Building shares 50%, request the dissolution of the company,

to prove the "company deadlock" is of great significance. At

this time, if the other shareholders want to maintain the

company's existence, will the proposed settlement, including

the landlord's stake; conversely, the company will be the court

to order the dissolution and liquidation, the landlord can

achieve their purpose.