A contract signed in the name of a legal person shall bear joint and several liabilities.
Joint liability is an important civil liability system in China's civil legislation. Its purpose is to compensate for relief, increase the legal responsibility of the parties in civil legal relations and effectively protect the legitimate rights and interests of creditors. Joint liability is mainly based on the contractual relationship or agency behavior such as partnership, guarantee, joint venture and contracting, and the relationship between superiors and subordinates, so it is scattered in the General Principles of Civil Law, Contract Law, Guarantee Law and other laws and regulations and related judicial interpretations.
Definition of joint and several liability: it refers to a kind of civil liability that two or more parties bear all or part of their debts according to the law or the agreement of the parties, which can cause their internal debt relations. When there is more than one responsible person, everyone has the responsibility to pay off all debts, and there is a joint relationship between the responsible persons.
Second, the legal characteristics of corporate partnership
First, legal person partnership is an economic joint organization without legal person qualification. According to the current industrial and commercial regulations, when applying for registration, if a legal person joint venture is established, a certificate of capital contribution shall be issued, and the mode, amount and period of capital contribution shall be specified in the articles of association of the joint venture. However, the registered capital of a legal person partnership is exempted, and the members of the legal person partnership are jointly and severally liable for the debts of the partnership organization.
Second, the subject of legal person partnership is limited to enterprise legal person and enterprise legal person. In addition, according to the relevant provisions of our country, party and government organs and institutions, military organs, trade unions, youth leagues, women's federations, literary and art circles, science associations, various associations, societies and democratic parties. Those who are subordinate to the sequence compiled by the party and government organs cannot become the main body of legal person partnership.
Third, the legal person partnership contract is the basis of the existence and activities of the partnership organization and the rights and obligations among the members. In addition to the general legal characteristics of economic contracts, a partnership contract also has two obvious characteristics: First, a partnership contract is a typical promise contract, which can only be established by consensus of the parties without any special requirements. Second, the partnership contract is a two-way contract. Partners determine their mutual obligations through consultation, which is different from ordinary bilateral contracts and has the characteristics of consideration and the same content, such as capital contribution obligations. That is, the partnership contract has the characteristics of "parallelism". It is different from the "opposition" of general contracts.
Fourth, all parties to a legal person partnership have equal legal status. The parties to a legal person partnership shall conclude a contract, clearly stipulating the rights and obligations of each party, the risk burden of interest distribution, the participation and withdrawal of the partnership, the formation of the organization and the appointment and removal of personnel. Different from the general civil contract relationship, in the general contract relationship, the fierce relationship between the two parties is antagonistic, while the parties to the legal person partnership agreement have established the same interests in view of the agreement on the expression of will, so there is a parallel interest relationship between them.
Fifth, the parties to the legal person partnership * * * jointly invest * * * to jointly operate. * * * Joint investment is the basic condition for a partnership enterprise to carry out partnership operation and bear civil liability externally. Without * * * joint investment, there would be no * * * joint operation. All partners have equal rights to possess, use, benefit and dispose of the property of the joint venture. In legal person partnership, the issue of * * * joint operation is directly related to the vital interests of all partners. Therefore, major business decisions such as the rights and obligations of each partner and the business plan in a joint venture must be decided by all partners through consultation. Partnership affairs may be jointly performed by all partners, or may be performed by one or more partners with the consent of all partners.
Sixth, the property invested by all parties in a legal person partnership still belongs to all parties, but it is used jointly by all parties in the partnership, and the benefits and civil liabilities of the partnership are shared by all parties according to the investment ratio, agreement or legal provisions. The property formed by the partnership of legal persons belongs to the partnership organization and is used uniformly by the partnership organization. The property formed by the partnership enterprise is temporarily separated from the partners, and the partners have no independent control over the property and belong to the partnership organization. At the same time, the operating income formed on the basis of capital contribution also belongs to all parties to the joint venture, and the partners distribute the profits according to the proportion of capital contribution or agreement. Members of a legal person partnership shall bear unlimited joint and several liability for the property owned or managed by their respective partners according to the proportion of capital contribution or agreement, which is the essential difference between partnership and legal person in property liability.
Third, the legal basis of unlimited joint and several liability.
Partners are jointly and severally liable for the debts of the partnership, requiring that when the debts of the partnership are greater than the assets, any partner shall be liable for repaying the debts to the creditors, and the creditors also have the right to require any partner of the partnership to repay the debts on behalf of the partnership. If a partner pays off more than his share of debts, he has the right to demand compensation from the partnership or other partners.
In the legislation of partnership enterprises in China, in view of the fact that the partnership enterprise is a partnership enterprise with the characteristics of simple establishment and flexible operation, the law does not require it to have much capital, but in order to protect the interests of the counterparty and improve the business reputation of the partnership enterprise, the law stipulates that the partners shall bear unlimited joint and several liabilities for the debts of the partnership enterprise.
The above is the relevant legal knowledge about the legal liability of the legal person signing the contract for everyone. To sum up, signing a contract on behalf of a legal person requires joint and several liability, which is clearly stipulated by law.