" the legal representative is right the right of representation of the company, involve the exterior dispute of the 3rd person, with industrial and commercial register to allow; Involve the internal dispute of company and partner, can |appoint and |dismiss resolution to be with partner accurate. "
[Qi Qian says]
Firm stamp is embezzled or abuse exists objectively, seal can represent the meaning of the company certainly? Actually, seal is preliminary evidence only, be not evidence of final verdict sex.
Company sole shareholder is new appointed a legal representative, but former legal representative rejects to cooperate to undertake industrial and commercial change is registered, still sue sole partner with company name, and new legal representative applies for to nolle prosequi to the court, after all who can represent a company, have why to maintain a level?
The article in all 1969 words, read easily need 4 minutes only, you can harvest value:
▲ is industrial and commercial the legal representative that register and the legal representative that already changed actually, the ability below what circumstance represents a company;
How is ▲ on guard the legal representative changes not seasonable change is industrial and commercial the legal hazard that register.
Parisian scenery
[equity story is met]
Family company is registered in at Singapore, the foreign trader is established in Chinese churchyard company of thumb of solely invested enterprise.
2008, thumb company is added by approval endowment 250 million, company of the family in partner head period capture pays not under 20% , remaining sum the capture inside two years is clear.
But in family company is in group by group pay part is added endowment hind, do not think again pay the rest is added endowment 45 million, and return decrease to industrial and commercial bureau and application of bureau of collaboration of foreign trade economy endowment, control person put a spoke in sb's wheel actually according to saying to suffer thumb company, cause decrease endowment did not win approval.
In March 2012, family company accreditation protects fierce to be thumb company president and legal representative in, and accreditation new director. In May, in family company wait for thumb company appeal to to the court, the resolution that the request affirms to its appoint and dismiss thumb company director, legal representative is lawful and efficient.
September 2013, the court adjudicates company of the family in support, at the same time company of thumb of order sb to do sth within a certain time is change of its legal representative, president protect fierce.
The former legal representative of thumb company controlled a company actually already, reject industrial and commercial bureau to wait to legal representative, trustee undertake modificatory registering, still reject to hand over official seal.
More those who let a person be surprised is, of the same age in April, thumb company is sued to the court however, former legal representative signs in indictment, company of the family in asking thumb company sole shareholder fulfills partner contributive obligation, capture pays increase endowment fund 45 million yuan.
This is " rebellious " rhythm ah.
The parent company does not want to be added again endowment, subsidiary seeks a parent company must capture is over to be added entirely endowment, still appeal to to the court.
Oneself are wholy-owned the company that create does not let unexpectedly oneself word, this is not to do laugh, it is the design of control advantageous position that did not become good company!
In family company give tit for tat, strike back absolutely, the legal representative that holds the post of newly protects Wu Li to apply for to nolle prosequi to the court namely, only the legal representative signs on requisition, without official seal.
New old clutch of each other of two legal representatives, after all the true meaning that who can represent thumb company?
Company of the family in court decision of first instance of Fujian tall courtyard should increase endowment fund to thumb company pay 45 million.
Family company appeal reachs the supreme court in, the prosecution that requests to disallow thumb company or allow company of thumb of the delegate that protect fierce withdraws sue.
Thumb company appeal is exclusive capture of company of the family in partner is over the meaning that the rest increases endowment fund expresses true, namely industrial and commercial who can represent the legal representative that the legal representative that register and partner appoint the volition of thumb company?
Parisian scenery
[the lawyer is unscrambled]
In the processing structure of the company, partner (big) the top authority orgnaization that can be a company, the board of directors is the executive mechanism that partner meets, accountability executive partner is met or the resolution of company sole shareholder.
Thumb company is medium the foreign trader that family company establishs is solely invested enterprise, according to legal provision, thumb company belongs to one person company, the patronage that its interior origanization construction includes legal representative and director all by its company of the family in sole partner is enjoyed.
In since family company already appointed and dismissed new thumb company director and legal representative, thumb company board of directors ought to the change that its deal with trustee and legal representative is registered. Because its did not implement shareholder resolution, caused industrial and commercial the legal representative that the legal representative that register and partner appoint is abhorrent, cause controversy.
The sense that undertakes to the legal representative industrial and commercial change is registered depends on, to the society fair the meaning that who shows to be able to represent a company external. But industrial and commercial the meaning that whether the behavior of the legal representative that register represents a company certainly expresses?
Say from the angle of company autonomy, new the become effective time that constitutes a legal representative, cannot with industrial and commercial the time that register is accurate.
Industrial and commercial who can represent the legal representative that the legal representative that register and partner appoint the volition of the company? This answers according to internal dispute and exterior controversy distinguish somewhat.
Industrial and commercial the legal representative that register is had external fair show effectiveness, the exterior controversy that generates with respect to company right of representation of the legal representative like the 3rd person beyond the company, should with industrial and commercial register to allow, ensure the public letter strength that register. But, if the internal dispute of generation is appointed and dismissed because of the legal representative between company and partner, answer to be able to |appoint and |dismiss resolution to be with significant shareholder accurate, produce the legal result that the legal representative changes in company interior, no longer with industrial and commercial register to allow.
Accordingly, family company regards thumb as the sole partner of the company in, the thumb company legal representative that its resolution appoints has cabined power to thumb company, should be with the meaning of new legal representative accurate.
Said again, when thumb company is sued, family company has been been opposite in the legal representative of thumb company undertook changing, its are new appointment legal representative expresses clearly to reject thumb company to lodge a complaint.
In view of this, this case sues the true meaning that cannot represent thumb company, the supreme court rejected the prosecution of thumb company.
Paris
[equity heart classics]
Investor is wholy-owned create a company, official seal was not controlled good, the legal representative's person selected was not arranged good. Result, the legal representative controlled a company actually, manage out of control, true boss is bullied, it is whose metropolis very accurate.
At the beginning of father is creating a company, want to consider how to assure oneself to counterpoise to the control of the company above all, lose control power, all poineering dreams are theoretic.
Qi Qian of Zhengzhou equity lawyer thinks, virgin partner controls the design of authority, equity framework is very important, but and the control that cannot ignore pair of company management to counterpoise. Code of legal representative of chair of board of directors, company, general manager, financial chief inspector, brand, domain name, website is waited a moment, different company, the content of need control has difference each.
Company legal representative changes, after undertaking industrial and commercial change is registered only, ability produces effectiveness external. Although the legal representative already produced essence to change in company interior, leave a company already even, if be changed not in time, have potential law risk. Proposal: The rapiddest rate finishs industrial and commercial change to register, time interval is longer, the risk is bigger.
(author relative modest, henan becomes lawyer of equity of Wu attorney office)
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