In addition to our articles concerning the basic concepts and legal status of the legal representative in China (please refer to Legal Representative in China: Basic Concepts and Legal Representative in China: Legal Status), we would like to further elaborate on the qualification of the legal representative from the perspective of Chinese lawyers engaged in foreign investment for decades.
- Is there any age or degree requirement for the legal representative in China?
The legal representative shall have full civil capacity, which means he/she should be no less than 18 years old and is mentally and intellectually capable. But there is no such requirement for the degree or years of experience.
2. Can a non-Chinese citizen serve as the legal representative of a domestic-funded company in China?
Yes. There is no such provision concerning the nationality of the legal representative. Registration of the legal representative requires the employment certificate issued by the company and the ID copy of the legal representative.
3. Can an employee serve as the legal representative of the company?
Only such employee that is also appointed as the chairman of the board of directors, the executive director or the manager can serve as the legal representative.
4. Must the legal representative be a shareholder?
The legal representative in China can be a shareholder or someone other than shareholders. It is subject to the shareholders’ meeting or the board meeting.
5. Under what circumstances is a person prohibited from serving as the legal representative in China?
According to Article 12 of the Regulation of the People’s Republic of China on the Administration of the Registration of Market Entities (effective on March 1, 2022), anyone who is under any of the following circumstances shall not serve as the legal representative of a company or unincorporated enterprise legal person:
1) Being without civil capacity or with only limited civil capacity;
2) Having been sentenced to any criminal penalty due to an offense of corruption, bribery, encroachment of property, misappropriation of property or disrupting the economic order of the socialist market and five years have not elapsed since the completion date of the execution of the penalty; or having ever been deprived of his political rights due to any crime and five years have not elapsed since the completion date of the execution of the penalty;
3) Serving as a former legal representative, director, factory director or manager of a company or unincorporated enterprise legal person which was bankrupt and liquidated, whereby he was personally liable for the bankruptcy of such company or unincorporated enterprise legal person, and three years have not elapsed since the date of completion of the bankruptcy and liquidation of such company or enterprise;
4) Serving as the legal representative of a company or unincorporated enterprise legal person, whose business license was revoked and which was ordered to close down due to a violation of the law, whereby he was personally liable therefor, and three years have not elapsed since the date of the revocation of the business license thereof;
5) Having a relatively large amount of debt which is due but has not been paid.
6) Other circumstances provided for by law and administrative regulations.
As Chinese lawyers experienced in the field of foreign investment for a long time, we have assisted many foreign invested enterprises in their legal issues related to legal representatives. If you have any legal questions regarding the legal representative, please feel free to contact us via administrator@35.93.49.201.