Research On The Legal Representative System Of The Company

The corporate legal representative,as a natural person,is the agent who expresses company's intention within the specific scope of law and the authorization of articles of association on behalf of the corporate juridical person.The corporate legal representative system in China has three characteristics,namely,the preposition of the position,the unity of the position setting and the openness of the identity information.In the theoretical field,there are debates on the legal status of the corporate legal representative between agents.In general,it is rather consistent with the overall structure of China's legal system and commercial practice to recognize the representative status of the corporate legal representative and allow them to authorize others to engage in external agency behavior.Due to the deficiency of corporate legal representative system,it caused a series of institutional dilemma.Dilemmas also exist in the expression of the legal representative's will,and there is a dilemma between the corporate legal representative and the company's official seal,as well as between the company's internal resolutions.There are issues existing in the effectiveness of the corporate legal representative's right of representation;the legal representation right is too broad,voluntary representation is over-weakening,and there is dispute over the regulation of the behavior of the representative beyond his authority.On the issue of the holding and withdrawal of the corporate legal representative,the dilemma exists in disqualification and absence of exit mechanism.When it comes to the implementation of restriction measures against the corporate legal representative,even though the High Court issued Goodwill executive opinion in order to reduce the excessive duty risk burden faced by the corporate legal representative;certain issues still exist in the local implementation.Improving the current corporate legal representative system is one of the contents of the current company law reformation in China.Focusing on the existing problem of conflict of expression of intention,it is feasible to adopt the principle that the expression of intention of the corporate legal representative shall prevail,recognize the external effect of the company's resolution,and require the corporate legal representative to take evasive measures under specific circumstances.Only when reasonably regulating the right of the corporate legal representative,appropriately disperses the power of the corporate legal representative,clarifies the power limit of the corporate legal representative,and strictly regulates the behavior of the corporate legal representative beyond its authority,can we fundamentally solve a series of difficulties caused by the unclear right exercise of the corporate legal representative.Detailing the holding and withdrawal procedures of the corporate legal representative and setting up the mechanism of the alternate corporate legal representative can effectively fill the vacancy in the appointment and removal of the legal representative.It is an inevitable demand to protect the legal rights and interests of the corporate legal representative,so as to improve the relief procedures of the restriction measures of the corporate legal representative,to reduce risk of the corporate legal representative's position,and to introduce local implementation measures that can be implemented.