Washington International Law Journal


Charles Zhen Qu


Under China’s company law regime, the power to represent the company resides not in the board of directors but in an individual person called a legal representative (fading daibiaoren) who is a senior officer of the company. The mechanism of legal representative, however, is often rendered ineffective as it is inherently susceptible to abuse. The mechanism becomes dysfunctional when the legal representative is unavailable. The legal representative’s unavailability, especially when the board of directors is also ineffective, raises the question of whether the general meeting has the power to control corporate actions. To answer this question, this Article considers the legal nature of the legal representative’s role, examines the allocation of the company’s decisionmaking and representative powers, and reviews a small corpus of recent cases which have been or could have been decided on the basis of the general meeting’s power of representation. This Article argues that the legal representative should be regarded as an agent rather than as an organ of the company, and a company’s general meeting should be able to exercise the company’s decision-making and representative power when both the board of directors and the legal representative are ineffective, given the nature of the legal representative’s role and the power allocation under the company law regime in China.

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