Ms. Chen from Poyang County, Jiangxi Province registered a network technology company with her friends Rao and Xue, with Rao accounting for 6% of the shares and acting as the legal representative, Ms. Chen accounting for 2% and Xue accounting for 2%. The main property of the company is a large Internet cafe. Since the Internet cafe has been losing money for several months, Rao wanted to transfer the Internet cafe. Ms. Chen clearly disagreed. While the two were arguing about the company's whereabouts, Ms. Chen's father suddenly fell ill and was hospitalized. Ms. Chen had to put down her work to take care of her father.

during Ms. Chen's absence, Rao signed a house transfer contract with Company A, which was signed by Rao and stamped with the company's seal, and transferred the company's Internet cafe to Company A for 8, yuan. After Ms. Chen learned the situation, she filed a lawsuit with the court to confirm that the Internet cafe sales contract was invalid.

Disagreement:

Opinion 1 holds that Rao has no right to dispose of the company's property without the consent of other shareholders. Ms. Chen advocates that the house sales contract is invalid and reasonable and should be supported.

opinion 2 holds that Rao is the legal representative of the company, and the sales contract bears both Rao's signature and the company's seal. The contract signed by Company A based on its trust in industrial and commercial registration should be protected by law, and Ms. Chen's claim should not be supported.

comment:

I agree with opinion 1. According to the Company Law of our country, after the establishment of a company with capital contribution, the shareholders lose their property ownership, and the nominal and legal property ownership belongs to the company. However, the ultimate goal of the company's ownership of property is the interests of shareholders. The company itself can't actually manage the property like a natural person, but can only do it through a certain management organization, that is, the company organ.

The company organ is an organization that forms the company's will and conducts internal and external activities on behalf of the company. Its behavior is the company's behavior, and the legal consequences are also borne by the company. The legal representative is the concrete executor of external activities in the name of a legal person, and it is also one of the company's organs. The behavior carried out by the legal representative on behalf of the legal person cannot exceed the will of the legal person's organ. If it exceeds this range, it is ultra vires and he is responsible for it. China's company law does not specify that the board of directors is the representative organ of the company. It only stipulates that one of the chairman, executive director or manager can act as the legal representative of the company to represent the company in the name of the company. In addition to the power given to the shareholders' meeting or the board of directors by law, the legal representative can have the right to conduct activities in the name of the company under any circumstances. However, according to the provisions of the company law, the company's behavior is different from conventional trading behavior and unconventional major behavior, and the counterpart who deals with the company should have the ability to judge the attributes of trading behavior. The Company Law stipulates the distribution of decision-making power for different issues within the company, which belongs to the normal operation of the company and is handled by the company's legal representative on behalf of the company. However, major transactions in the company, such as the company's decision to merge with other enterprises and the company's decision to sell important assets, should fall within the scope of the company's shareholders' meeting under the company's institutional framework. The counterparty has the obligation to examine whether the company has convened the shareholders' meeting, whether the conditions for the establishment of the resolution are in line with the provisions of the Company Law and the Articles of Association, and whether the records passed at the shareholders' meeting are signed by all shareholders. The counterparty can't be convinced of its effectiveness only based on the approval of the legal representative or the seal of the company. The counterparty should be obliged to carefully investigate major transactions, otherwise it may bear the legal consequences of invalid transactions.

in combination with this case, when Rao sells Internet cafes in the name of the company, the Internet cafes should be the main property of the company. Rao did not convene a shareholders' meeting to make a resolution on this, and Company A, as the other party to the transaction, failed to fulfill its duty of care for this important transaction. Subjectively, there is a fault, so the sale of the house is invalid. Ms. Chen's claim should be supported.