In daily work, we often hear that some companies' chairman and general managers are called legal persons, and some are also called legal person representatives. Even when we see many news media reports, they will say that XX is the legal person of XX company. Then the reason why these mistakes are made is because they do not understand the meaning of the three words "legal person", legal representative and legal representative".
includes many entrepreneurs and friends who do not know much about these three words, and it is easy to be confused. Today we will talk to you about how to distinguish these three concepts. What are we talking about now? It is a legal person. Legal person is actually a legal concept. Natural persons like you and me also give an organization a characteristic called personalization, and this organization is called legal person.
How does our country's law define the concept of law? Law also gives an organization a characteristic called personalization, and this organization is called legal person. So how does our country’s law define the concept of law? Article 57 of the General Principles of the Civil Law stipulates that a legal person is an organization with civil rights and civil capacity, independently enjoying civil rights and assumes civil obligations in accordance with the law, and a legal person shall be established in accordance with the law. Simply put, the legal person is not a person, the legal person is an organization, and this organization should be established in accordance with the law.
For example, China Mobile Communications Company is a legal person, then it is. Because a legal person is an economic organization that has independent assets stipulated by the state, has a sound organizational structure, organizational constitution and fixed place, and can independently assume civil liability, enjoy civil rights and assume civil obligations. An organization participating in civil activities is granted a personalized legal personality after registration in accordance with the law, and independently enjoys civil rights and assumes civil obligations. The advantage of determining its legal person system is that it enables enterprises with legal person conditions to obtain independent civil subject qualifications and truly become commodity producers and operators who operate independently and bear their own profits and losses. With an independent personality in law, it can have full power and capacity for conduct like a natural person. So where does the personality characteristics of an organization with legal person status reflect? One is called independent assets.
Once the legal person is determined, the assets of this organization no longer belong to the investor. Ah, it belongs to the legal person. The second is independent will. In other words, a legal person independently owns civil rights and assumes civil obligations, and bears civil liability to the limit of all its assets. For example, the company's debts cannot be repaid by the company's shareholders. However, if the above-mentioned shareholder assets and corporate debts occur, then the company will be independent of property and will not have the status of legal persons, and the company and shareholders will have to bear debts to the outside world at the same time. Then let’s take a look at how many categories of legal persons are divided into? The General Principles of the Civil Law stipulate that legal persons are divided into three categories, namely for-profit legal persons, non-profit legal persons and special legal persons. Profit-making legal persons include limited liability companies, joint stock companies and other corporate legal persons. so. Legal persons include public institutions, social groups, foundations, and social service institutions.
Special legal persons include agency legal persons, rural collective economic organization legal persons, urban cooperative economic organization legal persons, etc. OK, after talking about the legal person, let’s take a look at what the legal representative is? According to the provisions of the law or the articles of association of the legal person, the person in charge of the legal person and the person in charge of civil activities is the legal representative, that is, the main person in charge of the legal person exercising his powers on behalf of the legal person.
The legal representative has several characteristics: First, the qualifications of the legal representative are determined by the statutory or by the articles of association. Second, the legal representative is the person in charge of exercising his powers on behalf of the legal person. Third, the legal representative is a natural person who engages in voluntary activities on behalf of the legal person. Fourth, for civil activities carried out by the legal representative in the name of the legal person, the legal person must bear civil liability. In other words, the legal representative is a certain legal concept and a specific natural person.Because the legal person is an anthropomorphic organization, someone needs to represent him in civil activities, and the person who is most qualified to represent him is the person in charge of this organization.
Who is the legal representative of the organization needs to be in accordance with the provisions of the law or the articles of association of the legal person, and cannot be appointed or revoked at will like a management position. According to the Company Law, the legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the company's articles of association, and shall be registered in accordance with the law. So let’s take a look at the third one, what is a legal representative? The legal representative is based on the authorization of the legal person or legal representative to the outside world. He exercises civil rights and civil obligations. The legal representative is understood as the representative of the legal person, and it is generated due to authorization. In essence, it is a civil activity on behalf of the legal person in accordance with the agency relationship. Legal representative is a term that does not take into account any legal documents, but is just an idiom for people in civil activities. Then some students may ask, what is the difference between a legal representative and a legal representative?
The legal representative can only be one person, while the legal representative is uncertain. It can be one person, multiple people, legal representative, or other person entrusted by the legal person or legal representative to exercise powers. Any staff member within a legal person or other individual or organization other than a legal person can become a legal representative. The identity of a legal representative is arising from authorization and the authorization shall be cancelled and terminated.
In addition, everyone should note that the legal representative participates in civil activities in the name of the legal person, and the legal person shall bear the responsibility as the representative legal person. The acts of the legal representative within the scope of authorization shall of course represent that the legal person shall bear the responsibility, while the acts beyond the scope of authorization shall be borne by the natural person who serves as the legal person representative. Through the above introduction, we know that a legal person is an organization that establishes and participates in civil activities in accordance with the law. The legal representative is the natural representative of the legal person, and the legal representative is a temporary representative arising from the authorization of the legal person. Only when we understand the meaning and difference of the three concepts of legal person, legal representative and legal representative, can we not be confused and accurately applied in our daily work. After introducing the concepts of legal person, legal representative and legal representative, let’s come again. Take a look and give some further introduction to for-profit legal persons. We have introduced that corporate legal persons mainly refer to companies, including limited liability companies and joint stock companies.
Modern corporate system, enterprises have two important characteristics: one is independent legal person, and the other is limited liability. An independent legal person refers to a legal entity formed independently of the investor and has independent property rights. Theoretically, a company has a sustainable life and does not depend on the natural life of the investor. Nowadays, some company bosses lack the awareness of modern enterprises and regard the company as their own assets. The boundaries between personal assets and company assets are often blurred, which actually destroys the independent personality of the corporate legal person and thus protects the limited liability for listing as shareholders. Our Company Law clearly stipulates.
If a company shareholder abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the company's creditors, he shall bear joint and several liability for the company's debts. Well, let’s stop here for this issue of sharing. What are the legal person, legal representative and legal representative referring to? Have you figured it out? Thank you for watching.
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