Year1
- 注册公司：
- 1500
- 企业年检：
- 1500
- 代理记账：
- 500
Article 1 of the "Civil Procedure Law of the People's Republic of China" stipulates that legal persons shall conduct litigation by their legal representatives and other organizations shall conduct litigation by their principal persons in charge.
The legal representative has the right to directly sue and respond to the People's Court on behalf of the unit. The litigation actions he performs are the litigation actions of the unit or legal person and have direct legal effect on the unit or legal person. There is a certain difference between a legal representative and a representative of a legal person. The behavior of the representative is not the behavior of the represented person, but only has direct legal effect on the principal. The behavior of the legal representative is the behavior of the enterprise, institution, etc. itself. Behavior.
The legal representatives of enterprises have to bear different legal responsibilities on different occasions, of various types.
For example, when representing the enterprise, his or her personal signature will cause the enterprise to bear the consequences. If the enterprise goes bankrupt and bears personal liability, the legal representative will be subject to many restrictions when running the enterprise again in the future. If the enterprise violates relevant laws, According to the regulations, the legal representative may be subject to personal restrictions. For example, if the legal representative refuses to execute the court's judgment and is detained, the legal representative commits a crime, and the legal representative may be subject to criminal sanctions, etc. The above is just a list and is not complete. Reluctance to continue to serve as the company's legal representative and shareholder can be regarded as an expression of intention to withdraw from the company's operations. There are two methods
Method one, usually, transfers equity in accordance with the provisions of Article 1 of the Company Law.
Article 1 of the "Company Law" Shareholders of a limited liability company may transfer all or part of their equity to each other. The transfer of equity by a shareholder to a person other than the shareholder must be approved by a majority of the other shareholders. Shareholders shall notify other shareholders in writing to seek their consent regarding the transfer of their equity. If other shareholders do not respond within thirty days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree should purchase the transferred equity. If they do not, it will be deemed that they have agreed to the transfer. For equity transferred with the consent of shareholders, other shareholders have the right of first refusal under the same conditions. If two or more shareholders claim to exercise the right of preemption, and if negotiation fails to determine their respective purchase proportions, the right of preemption shall be exercised according to the proportion of their respective capital contributions at the time of transfer. If the company's articles of association have other provisions on equity transfer, those provisions shall prevail.
According to the above provisions, the poster can propose to transfer the equity to others at the shareholders' meeting. If other shareholders do not agree, they will be required to purchase the equity held by the poster.
If other shareholders are unwilling to transfer the equity held by the landlord, and no one other than shareholders is willing to transfer the equity owned by the landlord, the second method will be used.
Method 2: Propose to the shareholders’ meeting to dissolve the company in accordance with Article 2 of the Company Law and the company’s articles of association.
If other shareholders oppose the dissolution of the company but are unwilling to accept the transfer of the equity held by the landlord, the landlord can file a dissolution lawsuit with the People's Court in accordance with Article 1 of the Company Law.
Article 1 of the "Company Law" If a company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the company's total shareholder voting rights may request The people's court dissolves the company.
Generally speaking, a limited liability company has the characteristics of a human partnership and a joint venture. When the human partnership breaks down, the court will determine that the company no longer has the value to survive, which is theoretically called a corporate deadlock. Lou presides over the shares, and the request to dissolve the company is of great significance to prove the deadlock of the company. At this time, if other shareholders want to maintain the company's existence, they will propose a settlement plan, including transferring the equity held by the landlord. Otherwise, the company will be ordered to be dissolved and liquidated by the court, and the landlord can naturally achieve his own goals.
Responsibilities and Obligations
What are the responsibilities and obligations that legal representatives should bear?
The legal representatives of enterprises have to bear different legal responsibilities on different occasions, of various types.
For example, when representing the enterprise, his or her personal signature will cause the enterprise to bear the consequences. If the enterprise goes bankrupt and bears personal liability, the legal representative will be subject to many restrictions when starting another enterprise in the future. If the enterprise violates relevant laws, According to the regulations, the person of the legal representative may be subject to restrictions. For example, if the legal representative refuses to execute the court's judgment and is detained, the legal representative commits a crime, and the legal representative may be subject to criminal sanctions, etc. The above is just a list and is not complete.
If there are no defects in the establishment of the legal person, such as defects in capital contribution, the liability for losses shall be borne by the legal person himself, who is neither a shareholder nor a legal representative. Of course, if it is a state-owned enterprise, the exception is when the legal representative has dereliction of duty and is serious enough to be investigated under criminal law or should be given administrative sanctions
Where did you read the case you cited? This situation should not exist. For a sole proprietorship, as long as the legal person's property and personal property can be distinguished, the legal representative does not need to bear civil liability. When a legal person in the form of a limited company is in debt, the company shall bear all its assets without the need for individual shareholders to bear the liabilities, unless there is a defective capital contribution at the time of establishment.
What are the responsibilities and obligations of a legal representative limited liability company when conflicts and disputes occur?
The company's legal representative is the legal representative of the enterprise. He represents the legal person in civil activities. After becoming a legal representative, his natural personality is absorbed by the legal person, and all the responsibilities he bears for the civil acts performed in his capacity as a legal representative are borne by the legal person. However, the liability for exercising civil actions that have nothing to do with the status of the legal representative shall be borne by the legal representative. If the legal representative violates laws and regulations when exercising the right of representation and makes any fault, he shall bear the corresponding liability.
Article 45 of the General Principles of the Civil Law of my country stipulates six situations
Those who engage in illegal business activities beyond the scope of business approved by the registration authority
Those who conceal the true situation from the registration authority and tax authorities and commit fraud
Escape funds and hide property to evade debts
Dispose of property without authorization after the dissolution has been revoked and be declared bankrupt
Failure to register and announce the change in time when the change is terminated, causing the interested parties to suffer heavy losses
Engage in other activities prohibited by law and harm national interests or social public interests.
The legal person is still responsible for these illegal acts. The legal representative is not exempted from other responsibilities arising therefrom, that is, administrative sanctions, fines and other penalties can be imposed. If a crime is constituted, criminal liability shall be investigated in accordance with the law.
Of course, the legal representative also has the following rights
The legal representative of the enterprise shall perform his duties and powers within the scope of powers stipulated in national laws and regulations and the enterprise's articles of association, participate in civil activities on behalf of the enterprise's legal person, and be responsible for the production and operation of the enterprise. Be fully responsible for management and management, and accept the supervision of all members of the enterprise and relevant agencies.
The legal representative of an enterprise may entrust others to perform duties on his behalf.
When the legal representative of an enterprise entrusts others to perform duties on his or her behalf, the legal representative shall have a written authorization. The duties that laws and regulations stipulate must be performed by the legal representative shall not be entrusted to others.
Generally, the legal representative of an enterprise shall not concurrently serve as the legal representative of another enterprise legal person. Those who hold concurrent posts due to special needs can only hold concurrent posts in enterprises with affiliations or joint venture investments, and they will be strictly reviewed by the enterprise's competent department or the registration authority.
The legal representative of an enterprise legal person is the signatory who exercises authority on behalf of the enterprise.
The signature of the legal representative shall be filed with the registration authority. The document signed by the legal representative is a legal document representing the corporate legal person.
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