Study On The Company Legal Representative Of The Civil Liability System In China

General Principles of the Civil Law and Company Law in our country, the head of the exercises functions and powers on behalf of the legal person is the legal representative of the legal person, the company’s legal representative by the chairman of the board of directors, the executive director or manager, the legal representative of authority within the scope of the behavior is the behavior of the company, shall be borne by the company, its consequences. In the process of transactions with a third person, the third person does not need to consider the relationship between the representative and corporate internal, also do not need to review the representative on behalf of the rights, led to the legal representative as long as the right to meet the requirements of trade appearance, even if its own existence the behavior of the abuse of corporate power, also bear the responsibility by the company.This will damage the legitimate interests of the company and the third party, and even cause confusion in the social and economic order. China currently legal representative system is still not perfect, especially the responsibility system, the provisions of casual and chaos, lack of unified regulations; responsibility for the existing provisions and lack of integrity, only simple provisions of legal representative of the company take responsibility, ignore the legal representative of the three special responsibility. Therefore, according to the company development status in our country and the existing rules, urgent need to establish a scientific and rigorous, with operation of the legal representative of the responsibility system, prevention and regulation of the legal representative of the abuse of power to harm the rights and interests of the other party’s behavior, improve the legal system of company law of the People’s Republic of China.This paper mainly through to sort out the existing legal representative responsibility provisions, by the legal representative of the legal representative behavior and corporate conflict behaviors and to analyze its behavior assume the responsibility of reasons and should bear what responsibility. On this basis, to build a legal representative due to violation of corporate intent or gross negligence, harmful to the company or the third party interests and bear corresponding responsibility system. This article is divided into four parts to analysis.The first part is about the operation status of the legal representative system. Mainly through method of legal representative of the existing on the liability provisions of article summarizes, and from found defects in three aspects:one is in our country about the legal representative is responsible for the provisions are too loose, there is no systematic and complete the provisions of the responsibility of the legal representative, especially the lack of provisions of responsibility to the third party:the second is the current company law faithful obligations of the legal representative, duty of diligence provisions is not comprehensive, the impact of the legal representative of the persons responsible for accountability; the third is on the responsibility of the legal representative of the accountability mechanism of the defects is proposed.The second part is the legal representative of the company and the third person to assume the responsibility of the theoretical basis for analysis. Mainly through the legal representative of the company and the legal relationship and legal representative of the people and companies mean conflict, generating the responsibility and rights abuse the principle requirements three aspects to proof of specific legal representative person bearing responsibility reasons and legal basis. Legal representative and the company is on behalf of the relationship, the relationship with the company’s survival and development, identity is also different from the ordinary directors and managers. Therefore, in violation of the company, when the interests of damage to the company or a third person shall bear the corresponding responsibility.The third part is about the legal representative responsibility system construction, including responsibility for the legal representative exercise definition, imputation principle, concrete constitutive elements liability form of commitment and responsibility of the legal representative of the limit free. This paper argues that the legal representative of the company bear is liability for breach of contract and liability of tort and the liability for breach of contract and commitment to the third person is special statutory responsibility, according to the nature of the responsibility to determine the specific composition elements, responsibility to assume the form of. At the same time, but also the risk of legal representative of itself, to the consequences of their behavior of exemption, promote the company better development.The fourth part is about the legal representative responsibility system in our company law perfect and improve the bear from the liability to the third party, senior managers of statutory obligations, to the shareholders and the company’s litigation and the articles of association of the company to improve. The perfection of the establishment in current company law has stipulated in the foundation, the additional or supplementary terms, from the legal representative of the company to perfect the responsibility and legal representative of the liability to the third party to establish two aspects of legislation to improve the work, in order to construct a comprehensive legal representative responsibility system.