As Chinese lawyers, we have received many queries from foreign investors about the legal representative in China. We therefore have prepared the series of articles in that regard.
1. What is a legal representative?
In China, a legal representative refers to a natural person who is in charge of the company and can act on behalf of the company as per the provisions of law or the articles of association. The legal representative is the management core within and the representative of the company without. The actions taken by the legal representative in the name of the company are binding on the company as a matter of law. Please note that in common law jurisdictions, there is no corresponding concept of “legal representative”.
2. Who should be the legal representative in a Chinese company?
As per Article 13 of the Company Law of the People’s Republic of China, the legal representative of the company shall be assumed by the chairman of the board of directors, executive director or manager according to the company’s articles of association and shall be registered according to law. In case of change of the legal representative, the company shall register the change. In a nutshell, the appointment of the sole legal representative is subject to the articles of association of the company.
In the Request for Comments on the Company Law of the People’s Republic of China (Revised Draft) released on December 24, 2021, such Article 13 has been revised by adding the provision that if a company has no board of directors, the legal representative of such company shall be assumed by a director or the manager.
3. Is there any law about the legal representative?
Yes, some major laws and regulations include:
(1) Regulation of the People’s Republic of China on the Administration of the Registration of Market Entities
(2) Detailed Rules for the Implementation of the Regulation of the People’s Republic of China on the Administration of the Registration of Enterprises Legal Person
(3) Reply on the Relevant Issues Concerning the Registration of Change of the Legal Representative of Foreign-Funded Enterprises
Besides, other laws also have provisions concerning the rights and obligations of the legal representative in a Chinese company, such as the Civil Code of the People’s Republic of China, the Company Law of the People’s Republic of China, the Civil Procedure Law of the People’s Republic of China and the Criminal Law of the People’s Republic of China.
As Chinese lawyers experienced in the field of foreign investment for a long time, we have assisted many foreign invested enterprises in their legal issues related to legal representatives. If you have any legal questions regarding the legal representative, please feel free to contact us via firstname.lastname@example.org.