I met the 1 employee of the company. As the legal person of the company, the boss, as the chief investor, holds the actual control of the company.
Another reason is that a listed company, for example, registered in Cayman Islands or abroad, may choose an ordinary employee of the company as the legal person for reasonable tax avoidance.
Because in many companies, bosses can't all be the actual biggest investors or major shareholders. It is possible that he is only a minority shareholder with few shares and will be regarded as a legal person.
I'll tell you a case, and I believe everyone will understand immediately why some bosses don't start their own businesses.
A friend of mine, the boss of the company where she works, has recruited a beautiful young girl, who has the easiest job and similar salary. She is also the object of the boss's hidden rules. After many in-depth contacts, the girl was moved by it. The girl thinks that the boss is better than others, and no one criticizes her poor work. She felt that she was favored by her boss. At this time, the boss is also "rich" and let the girl be the legal representative of the company. Therefore, some newly registered operating companies use girls' certificates and information, including other loans and other businesses. When the capital flow is big, the girl slowly wakes up. At this time, the company under the girl's name has long been plagued by lawsuits, illegally raising funds, and is heavily in debt. The real behind-the-scenes boss has already run away.
So the legal representative of the company and the boss of the company are two concepts. People often confuse them and think whose information the boss registered with. In fact, the boss is the ultimate beneficiary of a company, that is to say, all employees earn money, and the legal representative is legally responsible for the company. The legal risks of the company shall be borne by the legal person.
Under normal circumstances, the legal representative and the boss are the same person, but in some special cases, the legal person is only a legal person and nothing else. For example, the above-mentioned person is a typical person who has been cheated by the real boss.
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Corporate, which sounds like a manager and person in charge of a company, has no real power and has to undertake many trivial matters. Of course, the boss does not become a company legal person, not all because the legal person needs to bear some responsibilities, but also for other reasons.
1, the boss has other professional status, and it takes time to be a legal person.
According to the regulations of the state, some occupations cannot be employed in companies, such as working in public institutions. The most obvious thing is that some entrepreneurial college teachers have set up their own entrepreneurial space and companies, but because they are within the system, they cannot become legal persons. At this time, he can only find familiar people or company employees.
As a legal person representing the company's image, it is inevitable that sometimes it is necessary to represent the company in some public occasions, such as negotiating with the company's customers or partners. If the boss runs many companies, such things are all done by himself. I believe that the boss's time is taken up too much every day, so it's natural to find someone to treat him.
As a legal person, a company should not only attend some public activities frequently, but also cooperate with the handling of some trivial administrative affairs of the company. For example, bank loans often require legal persons to sign loan contracts in person. In larger companies, loan behavior often occurs. It is obviously inappropriate to sign dozens of contracts a year and the boss will sign them himself. There are also some tax matters that need to be handled by legal persons.
2. Improper legal person can evade certain responsibilities and protect business privacy.
Looking at it from another angle, a legal person has too many trivial matters and takes up too much time of the boss. The boss is not a company legal person, so it is convenient to concentrate on making strategic decisions of the company and focusing on the most important business and direction.
Legal disputes are inevitable in the operation of enterprises, and legal persons have the obligation to cooperate to solve legal disputes. If the boss is a company legal person, you need to deal with these things frequently. Some people may say that you can entrust an agent to deal with legal disputes, but this is a repetitive work after all.
People who find other people to do things can also avoid some unnecessary troubles. Sometimes when signing some contracts, the legal person will be required to sign unlimited joint liability to provide guarantee. Once something goes wrong with the company, the legal person will bear a lot of unnecessary responsibilities.
For example, the legal person's behavior exceeds the authority granted by the company law and other corporate laws and regulations, and the legal person will bear the consequences regardless of whether the behavior is right or wrong.
In addition to the consideration of avoiding responsibility, many bosses don't treat people in order to hide personal information as much as possible. At present, the company's information and daily business activities can be found in public or semi-public channels. If the boss has several companies and each company is a legal person, the "old foundation" will be seen at once, which is obviously not conducive to the boss's privacy protection.
Because of the working relationship, the company's legal person has changed, except for companies that illegally deceive others' legal persons, which generally come from the following reasons. Share it with you.
1. The legal person is responsible, and the company can come forward if something goes wrong.
The company is a manufacturing factory, and a large number of chemicals are needed in the production process, such as flammable and explosive substances, highly toxic substances and precursor substances. , is the focus of environmental monitoring and investigation within the jurisdiction of the object. Every once in a while, the safety supervision bureau comes to check. In the event of a major safety accident, the police station directly detains the person in charge.
Based on the frequent occurrence of chemical accidents, the government is very strict in this regard, and once an accident occurs, it will be directly accountable. At this time, it shows the importance that the boss is not a person. The legal person went in and the boss was still outside. Anyone who can be a boss is not bad at ability, at least he has authority and the following people cooperate. I personally sat in the town and immediately rectified the factory according to the requirements of the government. Make all kinds of moves at the same time. In a few days, people were released.
Imagine that if the boss was arrested, the company would not be in a mess, and maybe there would be employees taking the opportunity to do things and not going bankrupt.
2. Administrative convenience
I used to work in a foreign-funded enterprise, and the boss was a foreigner. Anyone who has done paperwork in the company knows that there are many documents for the government that need to be authorized or signed by legal persons before they can take effect. Generally speaking, foreigners of multinational companies are not China residents. When you are in a hurry to sign the document, will you fly abroad to sign it?
Even if the boss is in China, he is usually very busy. The company has many documents every day, such as customs declaration documents, bank documents, financial stability, purchase contracts and so on. The boss is tired of dealing with these things, and has no time to expand the site, so that the company's business is booming.
In reality, we often see many enterprises, whose actual investors or shareholders do not act as legal representatives, but hire professional managers and even employees of the company to act as representatives of the enterprises, in a daze. Then why?
The actual controller and shareholders of an enterprise are the same person, but their legal representatives are different.
For example, Zhang San set up a wholly-owned enterprise, and the business information of the enterprise also shows that Zhang San is the shareholder and Li Si is the legal representative. This situation refers to the fact that the actual controller and shareholders of the enterprise are the same person, but the legal representatives are different. This situation is very common in reality. For example, the legal representatives of its 52 enterprises are Liu's female assistant Zhang Wei. For example, many companies under Tencent and Alibaba are not represented by Ma or Ma Yun (for example, the legal representative of Ant Financial's wholly-owned holding company "Ant Zhixin (Hangzhou) Information Technology Co., Ltd." is Hu, and the legal representative of Alipay (China) Information Technology Co., Ltd. is, etc.).
According to China's company law, the legal representative refers to the principal responsible person who exercises civil rights and performs civil obligations on behalf of a legal person according to law. Therefore, the legal representative has to deal with many chores, such as many things related to government departments need users, bank loans and financing need legal person signature and so on. Under normal circumstances, the actual operators of enterprises will not waste time to deal with these things, so they have replaced the legal representative with a person who has time to deal with all kinds of things.
2. The actual controller of an enterprise is different from shareholders and legal representatives.
Again, for example, Zhang San established a wholly-owned enterprise, but the industrial and commercial information of the enterprise also shows that the shareholder is Li Si and the legal representative is Li Si, which means that the actual controller of the enterprise is different from the shareholder and legal representative. Zhang San is the actual controller behind it, while Li Si is actually just a puppet.
Then why is Zhang San not a nominal shareholder and executive, but Li is a real person? A lot of this is mainly to hide the connection. For example, Zhang San's enterprise A has been financing in CCB, and if its enterprise B wants to continue financing in CCB, it is necessary to conduct unified credit granting and control the quota of Zhang San Group. However, if Zhang San records the names of shareholders and legal representatives of enterprise B in other people's names and has nothing to do with B, then enterprise A and enterprise B can raise funds in CCB respectively.
For another example, Zhang San's enterprise is a listed group. If a large amount of financing is to be carried out, it is necessary to make an announcement. A program is troublesome, and one is easy to cause unnecessary associations from the outside world. Therefore, many listed companies will raise funds through outside enterprises (not related to group tooling).
abstract
Although it looks handsome to hang a legal representative, non-owned enterprises can not hang up or try not to hang up. After all, most enterprises generally require the legal representative to sign a joint and several liability guarantee letter when financing externally. Once the credit status of subsequent enterprises is not good, it will be easily affected.
The theme is biased. Legal person and legal representative are different concepts. An enterprise is a legal person and its actual controller is the legal representative, but there are many exceptions. For example, Huawei is not the legal representative, and Ma Yun is not the legal representative of Ali. Most bosses of small and medium-sized enterprises act as legal representatives themselves. The law does not require the legal representative to be the controlling shareholder. According to China's company law, the legal representative refers to the principal responsible person who exercises civil rights and performs civil obligations on behalf of a legal person according to law. Then why are some major shareholders unwilling to be legal representatives?
First, the legal representative is complex. For bank loans, the legal representative should not only sign the contract agreement, but also take photos with the bank agency for retention; On tax issues, tax authorities often come to the door to find legal representatives. In short, too much routine work affects the boss's decision-making, so many major shareholders give up being legal representatives in order to concentrate on doing big things.
Second, there are many legal representatives involved in law and litigation. There will inevitably be disputes in enterprise management. Many times, the legal representative has to perform his duties. Although he can entrust an agent, it is also very troublesome. In order not to get involved in the case and reduce unnecessary responsibilities and troubles, bosses try to avoid being legal representatives, so as not to affect their personal image and life.
Third, the legal representative has many affairs. For the sake of corporate image, legal representatives often make public appearances, report to government departments, announce news to the press, introduce to industry peers and so on. Many introverted and low-key bosses are very uncomfortable, preferring to work behind the scenes and give up all public appearances at the front desk.
This question is very interesting. The law does not require the boss to be a legal person, so it is normal to find a legal person.
A legal person is not necessarily the actual controller, but can be a major shareholder, a minor shareholder or a professional manager hired by shareholders. Just like the legal person change of Alipay (China) Information Technology Co., Ltd. last year, from Ma Yun to Ye Yuqing, it caused an uproar on the Internet at that time, and it was later proved to be a false alarm.
It can be seen that a company legal person is not necessarily the actual controller, and a person's energy is limited. A person who owns several companies will never be the legal person of all companies, just taking a major job. Even so, Ma Yun chose to retire, and even the chairman of Ali's board of directors had to resign. It is estimated that he may resign from all legal persons then.
In real life, some bosses don't behave themselves, but let their relatives and friends behave themselves. What is the consideration? Many people think it's because you didn't take responsibility. Actually, this is not the main reason. Whether to take responsibility depends not only on whether you are a legal person, but also on your actual responsibility in the course of business operation. If there is illegal behavior, others can't replace him.
Some things I know are that some people are not suitable for being human. For example, a boss started his own company after he retired from the company. Because he still has a labor relationship with the company, he can't register the company himself, but only in the name of his relatives.
Others don't like going public on their own, so they find a body double to handle some basic company affairs on behalf of the company, but the actual control will not be handed over to others. This is more about reducing unnecessary entertainment than putting the blame on others. After all, the company is its own, and its capital contribution is real money. Who would take the risk?
There is also a certain age, it is normal to choose a successor. Some bosses give the company to others and give up the legal person because of their age or physical reasons. The purpose is to make the company they founded develop better. The retirement of Ma Yun mentioned earlier is actually the same reason.
Therefore, it is normal that the legal person and the boss are not the same person, not to transfer responsibility.
It is common in the market that the boss doesn't start a company by others. There are two main situations: first, the actual controller of the company does not treat people with long-term plans for the future; Second, the actual controller of the company does not act as a person and evades legal responsibility.
The first case: the boss does not treat people for the future of the company.
The legal person must be the chairman or general manager of the company. Some bosses and actual controllers are not suitable for the positions of chairman and general manager, so the legal person will be ceded to the chairman or general manager who can really create value for the enterprise and create the future. For example, the company needs to carry out capital operation, which has high requirements for the chairman and general manager, and the boss is not suitable for this position, so it is very common to hand over the legal person to the chairman or general manager to act as the actual controller behind the scenes.
In the second case, the boss does not act as a company legal person and evades legal responsibility.
The actual controllers and bosses of many companies are unwilling to be legal persons because of their impure original intentions, and even want to evade legal responsibilities. As a company legal person, once the company has bad activities and behaviors, the legal person bears the brunt. At the beginning of registering the company, these bosses have already considered the risks of their business, such as possible debts, and the operation of the company may be suspected of violating the law and discipline. Then, when registering, these bosses will call people who have nothing to do with them, or register new companies by purchasing information to avoid the risks in the later stage.
According to common sense, the actual controller of the company should perform the relevant responsibilities and obligations of the company as a legal person. The reason why many bosses and actual controllers are unwilling to train people is mainly to consider the actual situation of individuals and companies, which will either affect the future of the company or the future of individuals. For financial companies, if the actual controller is not a legal person, as investors, we must be extra careful.
Count Da Nanshan, a postdoctoral fellow at NUS, is a senior financier. He invests financial knowledge for your popular science with professional knowledge and vernacular, so that there is no hard finance in the world! Welcome to pay attention and leave a message.
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Legal person is not the controller, on the contrary, it will be a lot of trouble to assume legal person. For example, when changing materials, it involves some daily business activities, many places need the signature of legal persons, and some related transactions, but many bosses may be bosses of several companies or even dozens of companies, and they don't have time to do these trivial things. As a legal person, a lot of information needs to be made public, which is unfavorable to major shareholders.
According to China's company law, the legal representative refers to the principal responsible person who exercises civil rights and performs civil obligations on behalf of a legal person according to law. Therefore, the legal representative has to deal with many chores, such as many things related to government departments need users, bank loans and financing need legal person signature and so on. Under normal circumstances, the actual operators of enterprises will not waste time to deal with these things, so they have replaced the legal representative with a person who has time to deal with all kinds of things.
At present, there are many kinds of society. Why doesn't the boss do it? First, it is possible that the boss is a major shareholder, and letting a friend or a person of the company operate as a company legal person will also help to control the actual controller and be the boss behind the scenes. In fact, there is nothing to avoid, because the big boss still bears the most risks. Another reason is that a listed company, for example, registered in Cayman Islands or abroad, may choose an ordinary employee of the company as the legal person for reasonable tax avoidance.
This question is very interesting. Small topics lead to big problems.
First of all, a legal person should accurately refer to the legal representative, not a legal person as an organizational entity. One is a natural person and the other is an organization.
Second, the legal representative generally refers to the person who represents the will of the company. These concepts come from the western modern enterprise system, mainly the organizational form of limited companies. Western products introduced by reform and opening up.
Thirdly, the purpose of our introduction is to use the limited liability of shareholders and the independent status of corporate to promote the development of market economy and establish a modern enterprise system. This thing, which can promote economic development well in the west, came to China. Because there is no unified national credit system, bankruptcy laws and regulations are incomplete, Chinese people have taken advantage of loopholes and many problems have arisen. One of the outstanding problems is that shareholders pay money and push it to shell companies for losses. In any case, shareholders are not responsible.
Fourth, it is not uncommon to use beggars as legal representatives, with only one purpose. If something goes wrong, shareholders can be irresponsible, and the company and legal representative should be responsible. Shareholders generally do not assume responsibility, in the final analysis, there is no credit.
At first, the enterprise form of limited liability company was based on credit system. In China without a unified credit system, it has become a very bad form of economic organization. Most of the companies established since the promulgation of the Company Law have been abandoned because of evading debts.
At present, the central government has always emphasized solving the financing difficulties of small and medium-sized enterprises, but the measures have no help. Because financial enterprises must also stress efficiency and cannot blindly lend regardless of risks. Moreover, the enterprise has no credit guarantee, and the documents sent are useless to the specimens. To solve this problem, we must establish and improve the bankruptcy system of enterprises and individuals; A unified national credit system; Amend the company law, strictly regulate the company's shareholders' liability, and prevent the use of shareholders' limited liability and the independent status of the company as a legal person to evade the company's debts.