Company Law of the People's Republic of China
Article 13 Legal Representative
The legal representative of the company shall be the chairman, executive director or manager in accordance with the articles of association, and shall be registered according to law. Where the legal representative of the company changes, it shall go through the registration of change.
Article 20 Prohibited behavior of shareholders
Shareholders of the company shall abide by laws, administrative regulations and the articles of association, exercise their rights according to law, and shall not abuse their rights to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors. Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law. Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.
Extended data
General Principles of Civil Law of People's Republic of China (PRC) and national laws.
Article 57
A legal person is an organization that has the capacity for civil rights and civil conduct, enjoys civil rights and undertakes civil obligations independently according to law.
Article 58
A legal person shall be established according to law. A legal person shall have its own name, organization, domicile, property or funds. The specific conditions and procedures for the establishment of a legal person shall be in accordance with the provisions of laws and administrative regulations. The establishment of a legal person shall be approved by the relevant authorities in accordance with the provisions of laws and administrative regulations.
Article 59
The legal person's capacity for civil rights and civil conduct arises when the legal person is established and disappears when the legal person is terminated.
Article 60
A legal person shall bear civil liability independently with all its property.
Article 61
In accordance with the provisions of the law or the articles of association of the legal person, the person in charge of civil activities on behalf of the legal person is the legal representative of the legal person. The legal consequences of the legal representative's civil activities in the name of a legal person shall be borne by the legal person. The restriction of the legal representative's representation by the articles of association or the functions and powers of the legal person shall not be against the bona fide counterpart.
Article 62
If the legal representative causes damage to others when performing his duties, the legal person shall bear civil liability. After a legal person bears civil liability, it may claim compensation from the legal representative at fault in accordance with the law or the articles of association of the legal person.
General Principles of Civil Law of People's Republic of China (PRC)
Article 49 the legal responsibility of the legal representative
If an enterprise as a legal person is under any of the following circumstances, in addition to investigating the legal person's responsibility, the legal representative may be given administrative sanctions and fines. If a crime is constituted, criminal responsibility shall be investigated according to law. ?
(1) engaging in illegal business beyond the business scope approved and registered by the registration authority;
(2) Concealing the real situation from the registration authority or the tax authority or practicing fraud; ?
(3) Evading funds or hiding property to avoid debts;
(4) Disposing of property without authorization after dissolution, cancellation or bankruptcy;
(5) Failing to apply for registration and announcement in time at the time of alteration or termination, thus causing great losses to the interested parties; ?
(six) to engage in other activities that harm the national interests or social public interests prohibited by law.