Generally speaking, the acts performed by a legal representative in the name of a company in accordance with the provisions of laws, regulations and the articles of association of the company are regarded as the acts of the company, and the company shall bear the relevant legal liabilities. In other words, in general, the legal representative will not be personally liable for his behavior on behalf of the company and the performance of his duties.

But in some special cases, due to the special identity and duties of the legal representative, under certain conditions, the legal representative may bear the corresponding civil, administrative or criminal liability for the company's behavior. However, such cases often arise from the legal representative's violation of laws, regulations and the provisions of the company's articles of association, or violation of the obligations of fidelity and diligence.

1, the legal representative may bear civil liability

(1) the legal representative's official acts shall be externally liable by the company

"General Principles of the Civil Law," Article 43, provides that: "An enterprise legal person shall bear civil liability for the business activities of its legal representative and other staff. "

Common understanding, the company's legal representative in the name of the company engaged in business activities, is the performance of their duties, the relevant civil liability arising from the company is responsible for, the legal representative will not be required to bear civil liability due to their duties.

And, if the legal representative engaged in ultra vires behavior, and the behavior constitutes the apparent agent, that is, the third party has sufficient reason to believe that the other party with the transaction is on behalf of the legal person, the legal person shall also be liable to the third party on the behavior of the legal representative.

(2) If the company suffers a loss due to the legal representative's intent or negligence, the legal representative may be required to compensate for the loss

According to Article 150 of the Company Law, "If a director, supervisor, or senior management member violates the laws, administrative regulations, or the provisions of the articles of association in the performance of his duties in the company, and if the director, supervisor, or senior management member causes a loss to the company, he shall be liable for compensation."

Therefore, if the company's loss is caused by the legal representative's violation of laws, administrative regulations or the provisions of the company's articles of association, even if the legal representative is the execution of the company's duties, the company shall have the right to demand compensation from the legal representative for its loss after the company has assumed the relevant responsibility externally.

(3) The legal representative may need to directors, supervisors, senior management, etc. to damage the interests of the company, the company is liable for

Company Law, Article 148 provides that: "Directors, supervisors, senior management shall comply with the laws, administrative regulations and the Articles of Association of the company, the company has the duty of loyalty and diligence obligations. Directors, supervisors and senior management shall not use their authority to accept bribes or other illegal income, and shall not misappropriate the company's property."

According to Article 21 (1) and Article 149 (2) of the Company Law, if the actual controller, directors, supervisors and senior management of the company violate their obligations of loyalty and diligence and harm the interests of the company, they shall be liable to the company for damages.

If the legal representative has the above behavior and causes damage to the company, he shall of course be liable to the company for compensation.

In addition, if other directors, supervisors, senior management personnel have illegal or tortious behaviors that harm the interests of the company, in addition to the relevant persons who commit the above behaviors to be liable, as the company's legal representative if he/she participates in the decision-making of the relevant transactions or signs the relevant documents, he/she is likely to be found to constitute a ****same infringement as the relevant infringers, and shall also be liable to the company for damages, unless The legal representative has explicitly objected to the relevant board resolution when it was voted on and recorded in the minutes of the meeting, or the legal representative has no knowledge of the infringement by the relevant person and is not negligent.

2, the legal representative of the possible administrative responsibility

The General Principles of Civil Law, Article 49 provides: "enterprise legal person in the following circumstances, in addition to the legal person to assume responsibility, the legal representative may be given administrative sanctions, fines, constitutes a crime, shall be investigated for criminal responsibility: (a) beyond the registration authorities approved the registration of the scope of business engaged in illegal business; (ii) concealment of the true situation from the registration authorities and tax authorities, falsification; (iii) evasion of funds, concealment of property to avoid debts; (iv) dissolution, revocation, declared bankruptcy, unauthorized disposal of property; (v) change, termination, do not apply for registration and announcement in a timely manner, so that the interested party suffered significant losses; (vi) engaged in other activities prohibited by law, damage to the national interests or social public **** interests."

Based on the above provisions and other relevant laws, under certain circumstances, the legal representative may be subject to administrative liability for the company's illegal and irregular behavior. Unless the legal representative can prove that he or she had no knowledge of the company's behavior and that there was no subjective fault or dereliction of duty.

3, the legal representative of the possible criminal liability

Generally speaking, for the company engaged in criminal behavior, the company should bear criminal liability, the legal representative does not bear criminal liability. However, in China's "Criminal Law" provides for certain crimes, in addition to the unit of punishment, but also may be held "directly responsible for the competent personnel and other persons directly responsible for" criminal responsibility. For example, the production and sale of shoddy products, tax evasion, infringement of copyright, illegal business crimes.

While the specific scope of the above "directly responsible persons in charge" is not clearly stipulated in the law, judicial practice usually recognizes the legal representative as a "directly responsible person in charge" of the unit, and accordingly determines that the legal representative should also be held criminally liable for the company's behavior. The company's behavior should also bear criminal responsibility.

4, the legal representative may be taken by the compulsory measures

When the company into bankruptcy proceedings, the application for compulsory execution or tax arrears, in specific circumstances, the judicial and administrative organs have the right to take corresponding compulsory measures against the legal representative.

(1) If the company has pending civil litigation or fails to fulfill the obligations determined by legal documents, the judicial authorities may take coercive measures such as restricting the departure of the legal representative

Article 231 of the Civil Procedure Law stipulates that, "If the executed person fails to fulfill the obligations determined by legal documents, the people's court may take action or notify the relevant unit to take action or to assist in taking measures to restrict the departure from the country and to impose a restriction on the departure from the country. to assist in taking measures such as restricting exit from the country, recording in the credit system, publicizing through the media information on the failure to fulfill the obligation, and other measures prescribed by law."

Article 37 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Execution Procedures for the Application of the Chinese People's **** and National Civil Procedure Laws stipulates, "If the executed person is a unit, it may impose restrictions on exit from the country on the legal representative, the principal person in charge, or the person directly responsible for affecting the fulfillment of the debt."

According to the above provision, when the company is applied for compulsory execution due to non-fulfillment of obligations determined by legal instruments, the people's court may take the compulsory measure of restricting the departure of the legal representative.

In addition, according to Article 8 of the Law on the Administration of Citizens' Departure and Re-entry, "Departure from the country shall not be authorized in any of the following circumstances: ...... (2) The people's court notifies that there is an outstanding civil case that prevents him from leaving the country; ... ...", in practice, such as the company has an open civil case, the court can also be taken on the legal representative of the compulsory measures to restrict the departure.

(2) If the company enters into bankruptcy proceedings, the legal representative shall not leave the place of residence without permission

In the enterprise bankruptcy proceedings, the legal representative shall not leave the place of residence without the permission of the people's court.

In addition, in the bankruptcy proceedings, the legal representative shall also undertake corresponding obligations, such as properly keeping the property, seals and account books, documents and other information in its possession and management; working according to the requirements of the people's court and the administrator and answering the inquiries truthfully; attending the meeting of creditors and answering the inquiries of the creditors truthfully; and shall not be newly appointed as the directors, supervisors and senior management personnel of other enterprises.

(3) If the company owes taxes, the tax authorities can restrict the legal representative from leaving the country

According to Article 44 of the Tax Collection and Administration Law, "A taxpayer who owes taxes or his legal representative who needs to leave the country shall settle the tax payable, the late payment, or provide a guarantee to the tax authorities prior to leaving the country. If he fails to settle the tax or late payment or provide a guarantee, the tax authorities may notify the exit administration authorities to prevent him from leaving the country."

Thus, if the company fails to settle the tax or late payment and does not provide guarantee, the legal representative may be restricted from leaving the country.