Law

Attention! The 'nominal legal representative' may be suspected of committing a crime

2025-09-18   

Is it legal for a company to appoint someone as the legal representative of a dishonest company and pay a certain amount of compensation in order to avoid their legal representative being restricted from high consumption after losing the lawsuit? Do trustees have the right to receive remuneration? Recently, the reporter learned about a related case from the Third Intermediate People's Court of Beijing. The court believes that appointing a legal representative goes against the legislative intent of the legal representative system and should be firmly opposed. If a registered company is suspected of illegal activities, the legal representative of the registered company may face administrative penalties or even criminal sanctions. Case Review: Company A filed a lawsuit against Company B due to an economic dispute, and the court ruled in 2015 that Company B should pay Company A more than 4 million yuan. Company A applied for execution in 2017, while Company B is facing the risk of forced execution. In July 2018, Company C, which had an association with Company B, signed a contract with a law firm, agreeing that the law firm would select personnel to serve as the legal representative and chairman of Company B. If the designated personnel were listed as untrustworthy due to serving as the legal representative of Company B, Company C should pay an additional 70000 yuan to the law firm. The following month, the legal representative of Company B changed its registration to Mr. Dong. In April 2019, Dong was restricted from high consumption by the court. The law firm believes that the payment terms have been fulfilled, but Company C has been delaying payment. The law firm sued to the court. After trial, the Beijing Third Intermediate People's Court held that Dong did not participate in the actual operation of Company B and did not have substantial interests or decision-making power over the company. Dong was actually a "nominal legal representative". Before the signing of the contract involved in the case, Company B faced execution difficulties. After the contract was signed, Company B faced bankruptcy liquidation, and there was malicious intent among the parties to allow relevant personnel to evade debt and execution. At the same time, the nominal legal representative violates the legislative intention of the legal representative system, which will lead to the virtualization of the function of joint disciplinary measures and affect the realization of creditors' rights. Moreover, allowing relevant personnel to profit from this will also have a negative demonstration effect, inducing more entities to seek unrelated personnel to act as legal representatives or chairman. This is not conducive to the construction of the social credit system and should be firmly resisted. In the end, the court rejected a lawsuit filed by a law firm demanding that Company C pay a contract amount of 70000 yuan. Article 153 of the Civil Code stipulates: "Civil legal acts that violate mandatory provisions of laws and administrative regulations are invalid. However, such mandatory provisions do not render the civil legal act invalid. Civil legal acts that violate public order and good customs are invalid." In the process of building a rule of law business environment, all parties involved in economic activities should uphold the principle of good faith, exercise their rights in accordance with the law, actively fulfill their obligations, and avoid breach of contract. If faced with the risk of losing the lawsuit and being executed due to various reasons, the debtor should actively repay the debt, rather than using the crooked idea of finding unrelated personnel to falsely claim the legal representative of the dishonest company to evade execution and "lie flat", because the behavior of the falsely claimed legal representative will seriously disrupt the management order of the company, affect the construction of the credit system, damage the legitimate rights and interests of creditors, and is not conducive to maintaining a fair and honest market environment and optimizing the rule of law business environment. Even if "carefully planned", it will still be deemed invalid by the law, and in the end, it will be a fruitless effort. At the same time, the judge reminded enterprises that in a market economy, only by abiding by laws and regulations and operating with integrity can a business thrive and steadily develop; It also reminds those who want to profit from serving as the legal representative by name that the legal representative has corresponding responsibilities to the enterprise in accordance with the law. If the registered enterprise is suspected of illegal activities, the registered legal representative may face administrative penalties or even criminal sanctions. Therefore, the registered legal representative is not a "shortcut to wealth with a hundred thousand profits", and should not participate in the registration for the sake of small profits to avoid losses. (New Society)

Edit:Wang Shu Ying Responsible editor:Li Jie

Source:Workers' Daily

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