Three concepts: legal person, legal representative and executive director;
Legal person: 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.
Legal representative: 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.
Executive Director: When a limited company does not set up a board of directors, it needs to set up an executive director.
According to the Company Law, the legal representative is the executive director, chairman and manager.
Therefore, the executive director can be the legal representative.
The executive director is a legal person. If the legal person is changed, will the executive director also change? Some smaller enterprises have not set up a board of directors, but only set up executive directors.
Legal persons and executive directors of many enterprises. If your company is only a legal person, it will change. The Executive Director does not need to be replaced,
Because the executive director and the legal person may not be the same person. This is not mandatory.
However, it depends on your company's situation. I suggest we change it together.
Can an unincorporated body recognize an executive director? As a director, the executive director participates in the operation of the enterprise. An executive director, also known as an active director, refers to a director who is appointed to hold a specific position on the board of directors and has professional responsibility for that position. The executive director is an employee of the company. The executive director is responsible to the shareholders' meeting and exercises the following powers:
(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;
(X) To formulate the basic management system of the company;
(eleven) other functions and powers stipulated in the articles of association.
What do you mean by executive director, non-executive director and independent non-executive director? Hello, generally a relatively small limited company does not have a board of directors, but only an executive director. There is no such word as non-executive director and independent non-executive director. In addition, listed companies shall set up independent directors, and the specific measures shall be formulated by the State Council.
What's the difference between a director, an executive director and a chairman? 1. You must propose to convene an extraordinary general meeting of shareholders, and ask for additional directors or re-election of directors; Only by voting at the shareholders' meeting can you become a director. 2. After the directors are elected, the board of directors shall be convened to elect the chairman. The general chairman is the legal representative, which is stipulated in the company's articles of association. 3. Both the shareholders' meeting and the board of directors shall keep records and make relevant resolutions. Go to the industrial and commercial department to handle the relevant change procedures according to the relevant resolutions. What is an executive director? Executive directors are relative to non-executive directors. The so-called executive director, as a director himself, participates in the operation of the enterprise. Independent directors have nothing to do with the company in China and can express their opinions independently, including some major issues in the decision-making of the company's board of directors. The CSRC requires that his opinions must be independent and will not be influenced by the interests of a certain group. An executive director is an independent director who has other jobs or businesses in the company. Independent directors (non-executive directors) have the characteristics of independence, professionalism and * * *. Independence is its most important feature. The so-called independence is summarized as: 1, independent property, that is, the property of independent directors should be independent of the company in which they work; 2. Independent personality, that is, independent directors should be independent of the shareholders, board of directors and management of the company; 3. Independent operation, that is, the appointment of independent directors should be independent of the board of directors and managers of the company. Experts refer to the fact that most of the independent directors employed by the company are professionals in economic, legal, financial or personnel management or other people who have the right to speak or influence among the people. * * * means that independent directors generally do their own things outside the company and do not work in the company, so independent directors are also called * * * directors of the company. What is the relationship between the executive director and the general manager? The board of directors manages the general manager team. When the scale of the enterprise is relatively small, the executive director exercises part of the rights of the board of directors during the recess of the board of directors. The right to represent the board of directors is a management relationship with the manager. The chairman is the leader of the board of directors of the company and the legal representative of the company. Its duties have the nature of organization, coordination and representation. The power of the chairman belongs to the responsibility of the board of directors. He doesn't manage the specific business of the company and generally doesn't make personal decisions. He only enjoys the same voting rights as other directors when the board of directors meets or special committees of the board of directors meet. Generally speaking, there is a principal-agent relationship between the chairman and the president. The board of directors is nominated and appointed by the chairman, and the president is responsible for the daily operation and management of the enterprise and is responsible to the board of directors. The chairman belongs to the decision-making level of the enterprise and is not responsible for the daily operation and management of the enterprise.
How to calculate the term of office of a new executive director before his term expires? The Company Law stipulates that the term of office of directors shall not exceed 3 years, which shall be specified in the articles of association.
Then, because shareholders can convene shareholders' meetings, amend the articles of association and change the term of office of directors.
Therefore, the term of office of the new executive director should be recalculated, that is, the term of office should be calculated according to the entry time and the company's articles of association.
PS::； If you don't understand, you can keep asking. .
What is the relationship between the legal person and the chairman, executive director and general manager? Thank you. 1. The chairman is the legal representative of the company, and there can only be one legal representative, who will bear all legal responsibilities, including the official seal of the legal person.
2. The executive director is a powerful person elected by the shareholders' meeting. As an agent, he executes and decides all the specific affairs, contracts and personnel appointment and dismissal of the company. Executive directors are generally cronies sent by the chairman or major shareholders. Because the chairman of many large enterprises is actually the trustee now, and he has to bear legal responsibility at the last minute (no ability and no assets). Or senior managers (senior positions) hired by large enterprises with high salaries, usually graduated from MBA and given certain management shares.
3. The general manager can be divided into department general manager and general enterprise general manager, because some companies are small in scale, and it is completely unnecessary and unable to engage in an executive director. The most direct position is the general manager. In other words, the general manager of a small company is like the executive director of a large group.
Their guiding ideology is the same as that of management and business decision makers and statisticians.
Summary: Executive directors often hold the position of vice president of a company.
Do legal persons have to be executive directors and managers? (1) A legal person is not a person, but a social organization, an aggregate, and an aggregate of organizations endowed with legal personality by law. This is the fundamental difference between a legal person and a natural person. It can be a collection of individuals or property. It does not appear in the civil subject in the name of an organization aggregate and cannot be a legal person. (2) Having capacity for civil rights and capacity for civil conduct. It can enjoy and exercise civil rights and set and undertake civil obligations in its own name and through its own actions. (3) independently enjoying civil rights and undertaking civil obligations according to law. Have their own independent rights and interests, and can independently enjoy rights and assume obligations in their own names. (4) independently bear civil liability. Whether a legal person organization can bear civil liability independently is an important symbol that distinguishes it from other organizations. A legal person has its own property that can be independently controlled, and can independently bear civil liability with its own property in its own name. For the debts it undertakes, it may bear limited liability for the repayment of debts that it can independently control. The constitutive requirements of a legal person, also known as legal person conditions, refer to the basic conditions required by law to obtain legal person qualification. Different legal persons have different requirements. Article 37 of the General Principles of Civil Law stipulates that a legal person in China must meet four basic conditions: (1) "legally established", that is, a legal person can only be established if it meets the legal provisions and procedures. Legal person qualification is not self-styled, nor is it an innate "natural human right", but is endowed by law. The legitimacy of the establishment of a legal person includes entity legitimacy and procedure legitimacy. Legal procedure is also the process of confirming legal person qualification by national laws. (2) "necessary property and funds". This is the material basis for legal persons to carry out folk activities in their own name and bear independent responsibility for the consequences of their actions. This kind of property or fund should be independent first, and then have a certain amount scale. Property can be in kind, money or other rights. Capital mainly refers to the national budget allocation. (3) "Having its own name, organization and place". The name of a legal person is a sign that a legal person is different from other legal persons. A legal person organization is a permanent organ in which a legal person manages internal affairs and conducts civil activities on behalf of a legal person. The legal person place is the place where legal persons conduct business activities. (4) "Being able to bear civil liability independently". Refers to the ability to bear civil liability independently. This is related to the independent property that legal persons need to own. Legal person as an independent civil subject. You must be able to bear civil liability independently for the consequences of your activities with your own property. The founders, members and staff of legal persons shall not be jointly and severally liable for this. Whether a legal person can bear civil liability independently is the key feature that distinguishes it from an unincorporated organization. According to different standards, legal persons can be classified differently. The classification of legal persons in civil law system is different from that in common law system. China's "General Principles of Civil Law" divides legal persons into enterprise legal persons, organ legal persons, social organizations legal persons and institutions legal persons: (1) Enterprise legal persons are also called corporate enterprises. According to the general principles of civil law, legal persons are divided into two categories: enterprise legal persons and non-enterprise legal persons. An enterprise as a legal person refers to an economic organization that aims at making profits, has the capacity of civil rights and civil conduct, enjoys civil rights and undertakes civil obligations independently according to law. According to different organizational forms, enterprise legal persons can be further divided into corporate legal persons and non-corporate legal persons. (2) organ legal person organ legal person refers to all kinds of state organs that exercise their functions and powers according to law and engage in state management activities. Including state power organs, administrative organs, judicial organs and military organs at all levels. State organs become legal persons and civil subjects only when they engage in civil activities. Can only participate in civil legal relations in its own name, not in the name of the country; Only equal civil subjects can participate in civil legal relations, not legal management subjects; Can only be limited to the necessary logistics service guarantee of this organ, and can not engage in profit-making activities such as commodity production and operation. A legal person organ is not established through registration, but through resolutions, orders and decisions in accordance with the law. (3) Social organization legal person Social organization legal person is also called social organization. Social organizations in China are non-profit social organizations with legal personality conditions, which are formed voluntarily by citizens of China and carry out activities in accordance with their articles of association in order to achieve the consent of members. Organizations other than state organs can join social organizations as unit members. Social organizations include: people's organizations, social welfare organizations (such as foundations), trade associations (such as science and technology associations, chambers of commerce, calligraphy and painting clubs, etc. ), academic research groups (such as various societies), religious groups, various clubs, etc. (4) Institutions as legal persons Institutions as legal persons, also known as institutions as legal persons and institutions, refer to social service organizations with legal person conditions that are organized by state organs or other organizations for the purpose of social welfare and use state-owned assets to engage in activities such as education, science and technology, culture and health.
A legal person is an organization or institution, not a person. I can understand what you mean by legal representative, which can be the executive director and manager, or someone else.
What are the rights and responsibilities of the company as a legal person and the executive director can be stipulated in the company's articles of association, as long as it does not violate the company law. Because the new company law stipulates that the legal representative of the company can be an executive director or a general manager.