For example, Zhang San sole proprietorship set up an enterprise, the enterprise's industrial and commercial information also shows that the shareholders also Zhang San, and the legal representative for Li Si, this situation is that the actual controller of the enterprise and the shareholders are the same person, only the legal representative is not the same, this situation is very common in reality, such as Jingdong 52 enterprises under the legal representative of the Liu Qiangdong's female assistant, and then, such as Tencent and Alibaba! Many of the companies under the umbrella of the daze representative is not Ma Huateng or Ma Yun (such as ant gold services wholly-owned holding company "ants Zhixin (Hangzhou) Information Technology Co.
In accordance with the provisions of China's company law: the legal representative of the legal person on behalf of the legal person to exercise civil rights and fulfill civil obligations of the main person in charge. Therefore, the legal representative to deal with a lot of chores, such as a lot of government departments docking things need to use the legal person, such as bank loans and financing need to be signed by the legal person, etc., under normal circumstances, the actual operator of an enterprise will not waste time to deal with these things, so the legal representative to change there is a free to deal with all kinds of things.
2, the actual controller of the enterprise and shareholders, legal representatives are not the same
Still, for example, Zhang San sole proprietorship set up an enterprise, but the enterprise's industrial and commercial information also shows that the shareholders are Li Si, the legal representative is also Li Si, this situation that the actual controller of the enterprise and shareholders and legal representatives are not the same situation, Zhang San is the actual controller behind the four is in fact just a puppet only.
Then why Zhang San are not titular shareholders and executives, but by Li Si to serve? This a lot of mainly to hide the associated situation. For example, Zhang San's enterprise A has been in the CCB financing, its B enterprises to continue to finance in the CCB, we must carry out a unified credit, the total control of the amount of Zhang San's group, but if Zhang San B enterprise shareholders and legal representatives are given to others titled, and B explicitly without any affiliation, then A, B enterprises can be separated from their respective financing in the CCB.
Another example is that Zhang San's company is a listed group, so if you want to raise a large amount of money, you have to make a public announcement, which is troublesome for the program, and easy to cause unnecessary associations with the outside world, so a lot of listed companies will raise money through the outside world (and the group does not have any connection with the outside world).
Although hanging a legal representative seems to be very handsome, but not their own business can not hang or try not to hang, after all, most of the enterprises if the external financing, generally will require the legal representative to sign a joint liability guarantee guarantee, once the follow-up enterprise bad credit, easy to be affected by it.
Why do some bosses not do their own legal person? I have trained a large number of large and small entrepreneurs in the last ten years, I think, first, the business environment has changed in the past few years, there are places where there is a little bit of business in the operation of the enterprise, all kinds of organizations are looking for the enterprise legal person, and some places and even directly to the enterprise legal person to arrest, resulting in a little bit of a small problem in the operation of the business, can not be operated normally for the enterprise can not afford to offend any organization, any one of the competent agencies can make the It is much harder to run a business than in the past. The first time I saw this was when I was in the middle of a movie, and it was the first time I was in the middle of a movie, and it was the first time I was in the middle of a movie.
Secondly, the company is now easy to register and cancel the hard to cancel the company when a variety of reviews are too difficult, if you register a small company, no business to do, want to close the door closed, even if you register a small company, never done any business, you do not develop no business to do, want to turn off the company, spend a lot of money, run through the legs, the results of the company can not be canceled, and so you do not want the company, you are on a bad faith, you will not be able to do business. The company, you are on the blacklist of breach of trust.
Third, there is now a part of the company started at the beginning of the founder of the bad intentions, ready to get money on the rolls after the road, for example, the emergence of a large number of network lending companies in the past few years, P2P platforms, blockchain companies, illegal fund-raising platforms, and so on, there are also some pyramid schemes, etc., the company as from the beginning they were ready to circle to the money on the road, so they are in the beginning of the start of the company to register a company to spend money to buy money. At the beginning of the registration of the company to spend money to buy the identity cards of some poor farmers to register the company, after the registration of the company, trying to do everything possible to circle money, some companies can give investors up to 50% interest returns per year, and so they cheated some money on the road, the defrauded go to the police, the public security organs to find the legal person and shareholders of the company are not related to the company's people. Nowadays, the reluctance of company owners to become corporate entities reflects the changes in the business environment of the whole society and the changes in people's credibility. Thirty years ago a small company's small boss printed business cards, if the company's legal person will also be printed on the legal person, that is a kind of honor, and now the business owners are reluctant to be the legal person of the enterprise, some of which is to avoid, some of which is helpless.
A friend of mine, the boss of her company recruited a very beautiful young girl, doing the most easy work, open almost the same salary, but also the owner of the object of subterfuge, many times after the depth of interaction, so that the girl was touched, the girl felt that the boss of the boss for her better than anyone else, the work is not good enough to do a bad job is not criticized, feel that they have been favored by the boss, the boss is also the boss at this time! Is "generous atmosphere", let the girl do the company's legal representative, so the new registration of some of the operating business of the company are using the girl's documents and information for, including other loans and other business is to use the girl's information, and so on the flow of funds is larger, the girl slowly woke up, this time the girl's name of the company has been the lawsuit The girl's name has been the company's lawsuit, illegal fund-raising, debt, and the real boss behind the scenes has been early to run away.
So the company's legal representative and the company's boss is a two concepts, we tend to confuse, think with whose information registered company who is the boss, in fact, not, the boss is a company's ultimate interests, that is to say, all the employees earn money is the boss of the last, and the legal representative of the legal responsibility of the company, the company out of the legal risk is borne by the legal person.
In general, the legal representative and the boss is the same person, but in some special circumstances, the legal person is only a legal person, the other is not, like the above is a typical backer, the real boss swindled.
This issue is very interesting, the law does not require the boss must be a legal person, so find a legal person is also very normal.
The legal person doesn't have to be the actual controller, it can be a major shareholder, a minority shareholder, or a professional manager hired by the shareholder. Like last year, Alipay (China) Information Technology Co., Ltd. changed its legal person, from Ma Yun to Ye Yuqing, which caused a huge uproar on the Internet, and was later proved to be a false alarm.
This can be seen, the company's legal person is not necessary by the actual controller to serve, a person's energy is limited, like Ma Yun has a number of companies, certainly will not serve as a legal person of all the companies, pick up a major do it. Even so, Ma Yun or choose to retire, even the chairman of the board of directors of Ali to withdraw, it is estimated that at that time may resign from all legal persons.
In real life, some bosses also do not serve as a legal person, but let their friends and relatives to serve, this is for what consideration? Many people think it is in order not to bear the responsibility, in fact, this is not the main reason, whether to bear the responsibility in addition to see whether you are a legal person, but also to see you in the business process of the actual responsibility, if there is illegal behavior, others can not replace him.
Some of the cases I know are that some people's own identity is not suitable for being a legal person. For example, there is a boss, from the unit of internal retirement after their own company, because he and the unit still have a labor relationship, so they can not go to register the company, but only in the name of relatives to register.
There are also people who do not like to show their faces, so they look for a double, so that he represents the company to deal with some basic company affairs, but the actual control is not given to others. This is more in order to reduce some unnecessary entertainment, not want to put the responsibility to others, after all, the company is their own, funded by real money, who will go to risk it.
There are also to a certain age, choose a good successor, which is also normal. Some bosses due to age, or physical reasons to give the company to others, the legal person also let out, the purpose is to make their own hand-founded company can be better development, the previous said Jack Ma's retirement, in fact, is also this reason.
So, the legal person and the boss is not a person is very normal, not to transfer the responsibility.
To do the company's legal person, it looks quite beautiful, in fact, a lot of trouble.
Li previously in the company's e-commerce department to do Tmall operation, just one year, push the explosion of a few products, the company made a big profit, but the boss is a bit like an iron rooster, the operation of the commission are not even, so Li gave birth to the idea of doing it alone.
But Li will not be artwork, although the work of a year, but the body of the silver is limited, he wanted to open the Tmall store, the need for larger capital.
The company's new artwork level is good, and gradually mixed with Li, just a month to establish a deep "colleague" friendship, often playing dinner together with the happy.
Li felt that if he started his own business to open the e-commerce store, there is an artwork to help, it will be much smoother.
And the artist is also very thoughtful, if the future of their own business, there is an operation to help, it will be much smoother.
The idea of this coincidental, so that each other hit it off.
Since the ideas coincide, it is better to get ready to do it.
But this is not a rich second generation of workers, there is no deposit, to start a business to have money ah, looking for people to borrow as if they do not know who to borrow.
After all, to open a Tmall store, you need to register a company, stationed in the Tmall will have to spend 50,000, not a 100,000, it is difficult to start.
However, Li feels that to do anything, the first is a word "dry".
The first thing to do is to say, so Li went to register the company on a sunny day.
In Shenzhen, the registration of the company is no money, take the ID card on the good, because and the beauty of the good work together, so Li called the beauty of the ID card to him, together with a partnership registered an e-commerce company. Equity each accounted for 50%, small Lee as a legal person, the American worker as a supervisor.
This matter is not present at the American workers, just gave him an ID card, full powers are manipulated by Li.
This fully explains the American workers on the small Li and trust, Li feel very reliable, is a brother, the future will be able to do great things!
In this way, Li became the "boss", with his own company.
The company does not have a business, but it needs to do the accounting and tax reporting, and when there is no performance, you can report zero tax, you can report it yourself, or you can entrust the financial accountant to report.
Xiao Li has a classmate, specializing in this, he entrusted these fully to his classmates to do, a year to 3000, is a conscience price.
There is also the company's registered address, Li and American workers do not have a house, but Li looked for students to help, the address will be hung in the office of a former colleague.
OK, everything went smoothly.
Now it is the problem of money, Li and American workers do not have the capital, they think they can do the first generation of operation and generation of American business, and so on the accumulation of capital and then open Taobao Tmall store.
The idea is quite good, the reality seems to be a little cruel.
Li and American resigned from the "business" for two months, can not receive any single, although Li will operate, but most of the requirements to the factory or company to work, took some of the American, are some fragmented business.
Once the artwork back home in Jiangxi, Li received a single do artwork, although not big, but very urgent.
But the beauty of the late return, Li was very angry, but there is nothing to do, and ultimately can only give up.
A week later, the artisan came back with his wife and child.
Xiao Li was stunned, how suddenly there is a wife and child, Xiao Li always thought that the American workers are single, like him, no "burden".
Now the American workers have to support his wife and children, and this business is bleak.
So Li decided to go to work, a few months down the line, in addition to rent, utilities and so on, two people a **** profit of only 3000. Li decided to deduct 1000 for tax purposes, the other are given to the American worker.
And then went their separate ways.
Li this entrepreneurial failure, he felt that he was inexperienced, so not much on the heart.
The company reported a year of zero tax, and then he did not report it again, let it "self-evident".
He thought that this life could be left alone.
He didn't know that the company he was working for had been entered into the list of exceptions and had been blacked out.
Then Xiao Li went to a classmate Lao Wang opened a Taobao store to do operations.
Lao Wang wanted an extra operation, you can get a Tmall store, he was anxious to get on, but he registered the business is less than a year. But the Tmall store requires that the business must be registered for more than two years to get in.
Buy a Tmall store online and afraid of being cheated, and the cost is high.
My classmate Wang thought of Li seems to have a company a few years ago, and the business category is the e-commerce, if the company will be transferred to Wang's name, it will be able to open up smoothly.
So Lao Wang and Xiao Li said the transfer, but did not mention the money.
After all, it is a "shell" company, not worth the money, to give people may not want.
Or in the blacklisted companies, the first to make up the tax, and then moved out of the blacklist, and then can transfer.
This is not a big deal, as there are accountants out there who know how to do it, and it's not a big deal.
So Li quickly asked his friends to help him pull out of the list of anomalies.
But the biggest problem is, although this is a shell company, not worth money, but before the artwork also accounted for 50% of the shares.
To transfer, all "shareholders" must agree.
And in the past few years, Li and the artisan went their separate ways and did not "contact" again.
Fortunately, the two sides of the QQ is still there, and Li tried to contact the artist, and he explained the situation.
This is the first time I've ever seen a woman in a room with a big smile on her face, and I've never seen her in a room with a big smile on her face.
Another two months past, the old Wang students began to urge the company to transfer how?
Xiao Li replied that he is still in the process.
Little Lee is difficult, the United States workers are not in Shenzhen, the transfer of equity and must be present in person, that is, he must come in person to do.
I did not expect a shell company to transfer up so troublesome, he was a little regret, I knew not to get these.
But already got half, not finished is not good, looking for accountants to help friends has spent a few thousand, riding the tiger is difficult to get down, and then now have to beg the "beauty" to help turn equity.
A few years ago, this "beauty" became very strange, and the previous feeling of "life and death buddy" has disappeared.
But Li still wants to hold a glimmer of hope, begging him to come to Shenzhen to help, even if the money will be fine, of course, Li is sure to be a package of food and lodging.
So Li called the artisan, and the artisan still picked up.
He said that now in Shanghai just joined a new company to do director, very busy, no time to come over, please do not leave.
Li thought, may be the American workers want money, so he said, "This is good, I give you a salary, reimbursement of round-trip fare and accommodation.
The American worker did not answer directly, and then said to think about it and hung up.
Li is very distressed, really did not think that the previous good "friends", now looking for help to do something, so difficult.
But he thought carefully, this era, who is not obliged to help you ah?
It's still a question of money.
Another few days later, Li called the American worker, the American worker said, "transfer 50% of the equity, you do not give me a share of the money?"
So, Li understands the meaning of the artisan.
But this shell company is not worth the money, transferred to the old king is purely the love of classmates, which is good to ask him to ask for equity money?
This is really digging a hole for themselves. If you agree to give the money to the American worker equity, he may also still feel how much of a difference Li made from it.
If you don't agree to give the money for the artisan's equity, he didn't come to help, and these months running back and forth for nothing, not to mention, in the classmates Lao Wang, this work will not be comfortable, and make an unpleasant, after all, a Taobao store does not need so much to operate.
In the end, Li still compromised, gave the artisan 8000, first of all, 50% of his equity to his name.
Then 100% of the equity was transferred to the name of the old Wang students.
On the day of the transfer of the equity, the artisan came as scheduled, but first asked Li to pay him before signing.
Li wondered why the former "good brother", in front of the interests of a few years, face so ugly.
Give the money, sign the word, Li even do not want to say goodbye, look at more than one glance are not willing to, and then dispersed.
Later, Xiao Li learned from another friend of the artisan that he had actually been in Shenzhen, and not in Shanghai.
Xiao Li smiled bitterly, he dared not think about the past, afraid of difficult.
After coming back, Xiao Li and Lao Wang said the transfer of the company's fees, as well as the cost and so on.
When Lao Wang's classmates heard this, they seemed to understand what was going on, and Lao Wang didn't say anything.
I think a broken company, but also a whole lot of money, this is not "pit" people?
Li is very helpless, but after all, he is just a working man, for this company, counting back and forth to run, fill in the tax return, as well as to the accountant and the cost of artwork, before and after spending fifteen thousand.
The old king thought, to buy a shell company, at most 3000, now Xiao Li out of the whole fifteen thousand to, this seems to be a bit too much.
The first thing I'd like to say is that I'm not sure if I'm going to be able to do this!
Xiao Li should not say this in front of the old Wang students, even if the bitter themselves is nothing.
。。。。
A month later, Xiao Li resigned.
Later, he canceled the company.
Then he found a new job.
In response to the question, in fact, we can completely transform the question: what are the benefits of the boss not being the legal person of the company? So then see if it will be much clearer to understand!
We all know that now society is a legal society. It can be said that the vast majority of the time, once the company involved in what things, may go to the legal process, so no matter how big or small things, the company's legal person is the first responsible person!
So, no matter whether the company is illegal layoffs, or involved in triangular debt, or tax evasion, ...... as long as the law is involved, the legal person without excuses only to assume the corresponding responsibility.
Once criminal liability is involved, the legal person will also bear the brunt. Just a puppet, but in the law he can only be ranked on the surface of the "fish meat".
So, some bosses are consciously trying to avoid their own legal responsibility, so they arrange other people to act as the company's legal person, so that they can boldly manipulate the company's transit behind the scenes.
Therefore, from a certain point of view, the legal person is the boss intentionally for their own may step on the red line, and find a substitute! Even can not let people think: the boss does not do legal person, it has long had some illegal intentions and arrangements!
Now a lot of bosses, especially those small and medium-sized bosses, funds are not very strong, many are still in the triangle of debt, often appear in the bank's credibility crisis, and even a lot of people have been discredited and on the blacklist, and may be the "old man" record!
In order for the company to be able to borrow from the bank normally, so the boss will have to arrange for other credible people to be the company's legal person, so as to be able to borrow from the bank.
In fact, now this operation is well known to all, but the boss is this method to camp bank loan regulations of some of the gap, so as to better seek their own interests.
Once the loan can not be repaid, or company bankruptcy, the ultimate responsibility is still the legal person, even if the bank will be enforced with the help of the court to repay the result can only be the first implementation of the legal person's property or real estate and so on.
This has also given the behind-the-scenes bosses the opportunity to transfer their own property and space.
Not long ago, Zhang Jiahui, vice president of the Hainan Provincial High Court, whose husband used his relative's reputation, has registered more than 20 companies, hundreds of millions of family assets!
The vast majority of them are the husband's relatives as the company's legal person, so that you can circumvent some of the relevant provisions of the state!
Because the state has issued a policy: all state officials, not engaged in business activities.
So some national public officials, in order to avoid the relevant policies and regulations, can only let other people to act as the company's legal person, to turn themselves into the company's behind-the-scenes manipulator, to seek their own illegal private interests!
Therefore, this is an important factor why the boss does not act as the legal person of the company.
In the past, a lot of illegal fund-raising, storage, pyramid schemes, lending and other companies, are other people to act as the company's legal person, the boss retired from the second line, hidden in the background to manipulate the entire company's illegal activities.
Once the goal is reached, many bosses may transfer the money, or abscond with the money, roll away the investors' hard-earned money, and even cause the investors' families to die in the tragedy!
And the company's legal person is completely a puppet at the mercy of the boss, until finally being plunged into jail!
So, the company's legal person is not our ordinary laborers see so bright, in fact, many times, the legal person is just some ulterior motives of the boss, playing with the set and means!
How do you feel about this? Welcome to comment on the exchange!
Corporate legal person, sounds very "lofty", as if a company's management and responsible, but in fact no real power, before and after the need to undertake a lot of trivial matters. Of course, the boss does not do the company's legal person, not always because the legal person needs some responsibility, but also because of other reasons.
According to state regulations, some professions are not allowed to serve in the company, such as working in the institutions, the most obvious is that some entrepreneurial college teachers, opened their own business space and company, but due to the system, can not serve as a legal person, he can only look for familiar or company staff to serve as a legal person.
The legal person represents the image of the company, it is inevitable that sometimes need to represent the company to attend some public **** occasions, such as with the company's customers, or partners to negotiate, if the boss opened a lot of companies, this kind of thing are personally, I believe that the boss of the daily time is taken up too much, so naturally, we have to find someone to act as the legal person.
The company's legal person not only often to attend some public activities, but also to cooperate with the company to deal with some administrative trivial matters. For example, bank loans, often need to sign the loan contract in person legal person, the larger the company, often occurring loan behavior, dozens of contracts a year down, are to let the boss personally sign the contract is obviously not appropriate. There are also some tax matters, but also need to deal with legal persona.
To put it another way, the legal person is too much trivia, taking up too much of the boss's time, the boss does not do the company's legal person, the convenience of focusing on the company's strategic decision-making, focusing on the most important business and the direction of the level.
Business operations are inevitably legal disputes litigation, the legal person is obliged to cooperate with the resolution of legal disputes, if the boss is the company's legal person, the boss needs to often go to deal with these things. Some people may say that legal disputes can be entrusted to an agent to respond to the lawsuit, but this is, after all, a repetitive work.
Finding someone else to act as a legal person on behalf of the company can also avoid some unnecessary trouble. Sometimes when signing some contracts, the legal person will be required to sign an unlimited joint and several liability to provide security, once the company has any problems, the legal person will have to bear a lot of unnecessary responsibility.
Like if the legal person's behavior exceeds the "Company Law" and other business regulations given the authority, regardless of the behavior of the right or wrong, the consequences should be borne by the legal person.
In addition to avoiding liability considerations, many bosses do not act as a legal person in order to hide personal information as much as possible. At present, the company's information and day-to-day business activities, you can find public or semi-public channels to query, if the boss has a number of companies under the banner of the company, each as a legal person, all of a sudden, "the old bottom" will be seen, obviously this is not favorable to the protection of the boss's privacy.
This is a good question, collection and so on a look
Currently there are many kinds of society, why the boss did not do it? First there is a possibility that the boss is as a major shareholder, and let a friend or a person of the company as the company's legal person to operate, which also helps to control the real controller, is the boss behind the scenes. In fact, it can not circumvent anything, because it is still the big boss to bear the most risk.
I have encountered the first is the company's staff, as the company's legal person, and the boss as the total investor in the back of the company's actual control.
There is also the case of a listed company, for example, registered in the Cayman Islands or a foreign country, which, in order to reasonably avoid taxes, may choose an ordinary employee of the company as the legal person.
Because many companies can not be all bosses are actually the largest investors, or major shareholders, it is possible that he is just a small shareholder, he accounted for a small share, but also as a legal person.
To be a legal representative means to be a legal person.
According to the company law, although the enterprise is an organizational structure, but in the law to enjoy a variety of rights, equivalent to a person, there is a birth, there is a death, can be in debt, but also can have a bank account. Such an anthropomorphic organization is called an "enterprise legal person".
Treat the enterprise as a person, you can let the founder of the enterprise to assume limited liability, so that the founder will dare to innovate and take risks, because the enterprise fails, the founder does not have to take the whole family wealth, unlimited debt, will not affect the survival of his family and children. In this way, he dares to let go of his hand to innovate.
Treating the enterprise as a "legal person", after the invention of the limited liability company (LLC), the entire economic vitality has been greatly enhanced, which is a very remarkable invention of mankind.
However, the enterprise "legal person" is not a human being after all, just an organization, the law requires that it also has a "legal representative", on behalf of the enterprise to deal with some of the legal affairs, which is the legal representative.
In the past, the company is small, the legal representative is generally the boss. Because the boss is worried that the legal representative can use some power to get away from the interests of the company.
But now the big company, the organization system is tight, the company's core resources and capabilities do not lie in a person as. A person may not be able to destroy property rights in the company, the legal representative of the boss is not necessary to personally serve. Because do legal representative need to fulfill a lot of legal duties, need to sign a lot of words, the boss generally do not have time, so will choose a reliable employee as a legal person can.
So Jingdong Liu Qiangdong's assistant, Zhang Qiqi, a person served as the legal representative of more than 480 companies under the Jingdong.
Other bat companies, which have hundreds of subsidiaries, legal representatives are often corporate executives, and some less important subsidiaries legal representatives, or even just some employee of the corporate legal department as.