This post detailing the process for changing the legal person of the company
Introduction.
The Legal Representative (LR) is a basic company organ under the current China Company Law. That means that all companies are required to appoint a natural person as the company’s LR. He/she is the main principle of the company and is the employee with the legal power to represent the company and create binding obligations on behalf of the company. The position of the LR grants extensive power, along with plenty of legal responsibilities.
In practice, it is common for a company to change the LR. It can be initiated for various reasons; most commonly the reason is the termination of the LR’s employment contract.
Legal framework
Pursuant to Article 13 of the China Company Law, the board director, executive director, or manager shall act as the LR of the company in accordance with the provisions of the articles of association of the company, and registration shall be completed in accordance with the law. In case an LR is replaced, a new of registration shall be completed with the State Administration for Market Regulation. It is noteworthy that every company needs a registered LR at all times in the relevant local company register, so a company can only replace the LR with a new candidate instead of merely de-register the former one.
It is stipulated, under Article 30 of the Administrative Regulations of the People’s Republic of China on Administration of Company Registration, that for a change of LR of a company, an application for change registration shall be submitted within 30 days from the date of the company’s resolution or decision on the change of LR.
The process:
I. Specific procedures for changing the company’s legal person:
1. Receive the “Application Form for Change of Company Registration” (collected by the Administration for Industry and Commerce)
2. Change of business license (fill in the company change form, affix the official seal, sort out the amendments to the articles of association, the resolution of the shareholders’ meeting, the letter of commitment, the original copy of the company’s business license, and go to the certificate hall of the Administration for Industry and Commerce; If there is an equity transfer, you must fill in the equity transfer agreement, and if the legal person is a foreign hukou, you must apply for a temporary residence permit)
3. Change the organization code certificate (fill in the enterprise code certificate change form, affix the official seal, sort out the company change notice, copy of the business license, copy of the new legal person ID card of the enterprise, and the original copy of the old code certificate to the Bureau of Quality and Technical Supervision)
4. Change of tax registration certificate (handled by the tax bureau)
5. Change bank information (basic account opening bank)
II. Information required for changing the legal person of the company:
1. Application Form for Change of Company Registration
2. Amendments to the articles of association of the company (all shareholders sign, seal the official seal, and the articles of association should indicate whether the chairman, executive directors, managers, and supervisors are adjusted)
3. Resolution of shareholders’ meeting (signed by all shareholders and sealed with official seal)
4. Legal representative registration form (fill in the resume of the company’s new legal person, attach 1 1-inch headless photo)
5. ID card of the legal representative (original)
6. Original copy of company license (original)
7. ID cards of all shareholders (original)
8. Company seal
9. Legal person temporary residence certificate (original)
Change process of the corporate legal person and related content
Receive the application for a change of company registration
The Administration for Industry and Commerce accepts and issues licenses
Organization code certificate
National tax registration certificate
Local tax registration certificate
(1) Obtaining an application for enterprise change (enterprise business license issuing authority)
(2) Industrial and commercial acceptance and issuance: (enterprise business license issuing authority)
1. Application for enterprise change registration (with company seal)
2. Certificate of a designated representative or co-authorized agent (with company seal)
3. Company change registration review form
4. Registration form of the company’s legal representative (with the company’s official seal)
5. Information form of directors, supervisors, and managers of the company (to be filled in when the legal person serves as an executive director or chairman of the board) (with the company’s official seal)
6. Original and copy of enterprise business license (the original can be withdrawn when receiving a new business license)
7. Resolution of the shareholders’ meeting (stamped with the company’s official seal)
8. Certificate of the identity of the new legal person (copy stamped with company seal, bring the original for verification)
9. The dismissal certificate of the old legal person and the employment certificate of the new legal person (stamped with the company’s official seal) will be collected 7 working days from the day after acceptance.
3. Change of organization code certificate
1. Original company organization code certificate and copy
2. Identity certificate of the new legal person (copy with company seal, bring the original for verification)
3. Copy of the new business license (copy with company seal, bring the original for verification)
4. Agent ID card (copy with company seal, bring the original for verification)
5. Application for organization code certificate (with company seal)
4. Changes in national and local taxes
1. Original and copy of the original country and local tax certificate
2. Copy of new business license (copy with company seal, bring the original for verification)
3. Copy of new organization code certificate (copy with company seal, bring the original for verification)
4. Certificate of the identity of the new legal person (copy stamped with the company’s official seal, bring the original for verification)
5. Application form for change of national and local tax (with company seal)
5. The relevant license must also be changed at the issuing authority.
Quoting the law: (link to the Companies Law of the People’s Republic of China)
[1]Article 13 of the Company Law
[2]Article 179 of the Company Law
Article 13 The chairman of the board of directors, the executive director or the manager shall, in accordance with the provisions of a company’s articles of association, serve as the legal representative of the company, which shall be registered according to law. Where the legal representative of a company is replaced, the company shall have such replacement registered.
Article 179 Where a company with limited liability increases its registered capital, the capital contributions to newly increased shares subscribed for by the shareholders shall be governed by the relevant provisions of this Law on payment of capital contributions in connection with the incorporation of a company with limited liability.
Where a company limited by shares issues new shares to increase its registered capital, subscription for new shares by the shareholders shall be governed by the relevant provisions of this Law on payment of share subscriptions in connection with the incorporation of a company limited by shares.
(link to The Companies Law of the People’s Republic of China)
Disclaimer: This work is an author’s integration of laws and regulations, the government’s official website, and Internet-related knowledge. If there is any infringement, please submit information through the complaint channel, and we will deal with it in a timely manner in accordance with the regulations.
