Research on Legal Issues Related to the Legal Representative of the Company

On the afternoon of June 27, 2025, at Denghu Classroom, Lawyer Assistant Liang Shuying focused on the issue of contract validity determination in the context of the separation of the legal representative and the official seal, based on judicial practice cases, and brought a wonderful sharing on 'Research on Legal Issues Related to the Legal Representative of the Company'.

Firstly, Assistant Liang analyzed three situations where the legal representative and the official seal are separated, specifically:

1. Contracts signed only by the legal representative and not stamped with the official seal

2. A contract with only the company seal and no signature from the legal representative

3. A contract with signature and official seal. This situation can be further divided into two special circumstances: non legal representative signing and affixing the company seal, and legal representative signing and affixing a fake seal.

Subsequently, Assistant Liang analyzed the legal effectiveness of the three types of contract situations mentioned above, based on authoritative precedents from the Supreme People's Court and local courts at all levels

1. Based on the (2018) Supreme People's Court Civil Re judgment No. 161, Assistant Liang emphasized that when the contract only has the signature of the legal representative without the company seal, the counterparty to the transaction must provide evidence to prove that the signature of the legal representative was an act of performing the duties of the company's legal representative rather than an individual act. If the evidence cannot be completed, the adverse consequences of the inability to provide evidence must be borne, and it cannot be recognized that the signature of the counterparty's legal representative represents their company.

2. Based on the civil judgment (2018) Liao 13 Min Zhong No. 134, Assistant Liang believes that when there is no agreement that the contract needs to be signed and stamped by the legal representative at the same time for it to take effect, affixing the official seal separately has legal effect.

3. Based on the Civil Ruling No. 2898 of the Supreme People's Court (2019) and relevant provisions of the 'Nine Civil Minutes', Assistant Liang analyzed that when there is a company seal but the signature is not signed by the legal representative of the company, or when there is a signature of the legal representative but a fake company seal is affixed, the validity of the contract needs to be confirmed based on whether the signatory has representative or agency power at the time of signing or stamping.

Finally, regarding risk prevention in practice, Assistant Liang suggests:

1. If you do not actually participate in the operation of the company, it is recommended not to serve as the legal representative to avoid legal liabilities that may arise from the company's business activities (such as decision-making errors, compliance risks, etc.);

2. If the legal representative of the company actually changes, it must immediately go to the market supervision and management department to handle the industrial and commercial change registration, ensure that the legal identity of the subject is consistent with the actual situation, and prevent joint liability caused by failure to change in a timely manner.

After listening to the sharing of Lawyer Assistant Liang Shuying, every colleague felt that they had benefited greatly. Thank you very much for the sharing from Lawyer Assistant Liang Shuying today. We look forward to learning more useful knowledge through Denghu Classroom!