Every Mainland company has one person whose acts are the company's.
The legal representative is a director or manager named on the business licence, and what that person does in the company's name binds the company. The name is not the owner.
By Matthew Lee
Article 10 of the Company Law: the legal representative is the director or manager who executes the company's affairs, as the articles of association provide.
Every Mainland company registers one legal representative (法定代表人). The name is printed on the business licence and published in the national register. For a Hong Kong team reviewing a Mainland counterparty, it is usually the first person they meet in the record.
Who may hold the role
The rule is in the Company Law as revised on 29 December 2023, in force from 1 July 2024. The articles of association choose the legal representative from the directors or managers who represent the company in running its affairs. A small limited liability company may have one director and no board, and that director may also be the manager.
The role follows the office. A director or manager who resigns is treated as resigning as legal representative at the same time, and the company must name a new one within 30 days.
Because the role is held by a director or manager, the disqualifications in Article 178 reach it. They include a person listed by a court as a dishonest judgment debtor for a large unpaid debt, and, for three years, a person who was legal representative of a company whose licence was revoked for breaking the law and who bore personal responsibility.
What the role binds the company to
Article 11 sets the effect. Civil acts the legal representative carries out in the company's name have their legal consequences for the company. A limit on the legal representative's powers in the articles or by the shareholders' meeting cannot be set up against a counterparty acting in good faith.
If the legal representative causes damage to others while performing the role, the company bears the civil liability. It may then recover from a legal representative at fault.
The role also carries personal exposure. When a court restricts a company's consumption, the restriction extends to its legal representative, as set out in our article on dishonest judgment debtors and consumption restrictions. The legal representative of a company placed on the market regulator's serious illegality list may not be legal representative of another enterprise for three years.
Where the name appears
| Record | What it shows | Basis |
|---|---|---|
| Business licence (营业执照) | The legal representative's name | Company Law, Article 33 |
| National Enterprise Credit Information Publicity System (gsxt.gov.cn) | The name as a registration item, published by the registration authority | Company Law, Article 32 |
| List of dishonest judgment debtors | For a company on the list, the name of its legal representative or person in charge | Supreme People's Court provisions, Article 6 |
The register is the current record. Our China company verification guide covers the licence, the Unified Social Credit Code and the chops.
Why a change is a signal
A change of legal representative is a registration change. Article 34 says a change that has not been registered cannot be set up against a counterparty acting in good faith, and Article 35 requires the change application to be signed by the new legal representative. The registration authority then reissues the licence.
A change is routine when a manager retires. It deserves a question when it lands near your deal:
- Timing: a change shortly before a large contract, or shortly after a dispute or an enforcement case.
- Who replaced whom: a new legal representative with no other role in the company or its group.
- Changes together: a new legal representative alongside new shareholders, a new name or a new address.
Ask who signs for the company now, whether the change is registered, and why it was made.
Not the owner
The shareholders own the company, and their names are registration items too. The beneficial owner is a third concept.
Under the Administrative Measures on Beneficial Owner Information (People's Bank of China and SAMR Order No. 3 of 2024), in force from 1 November 2024, a beneficial owner is a natural person who ultimately owns 25% or more of the equity, holds 25% or more of the income or voting rights, or exercises actual control. Actual control includes deciding who is appointed or removed as legal representative. Where no one meets those tests, the person responsible for day-to-day management is filed. A wholly state-owned or state-controlled company files its legal representative.
| Role | Where it is recorded | Public? |
|---|---|---|
| Legal representative | Business licence and register | Yes |
| Registered shareholders | Register | Yes |
| Beneficial owner | Filed through the registration system to the People's Bank of China | No; available to authorities and to financial institutions for AML duties |
A review that stops at the licence has identified the registered legal representative. Verify their current role and authority for the transaction; ownership requires a separate check.
How Fill Easy fits in
Our Mainland China company search is sourced from the State Administration for Market Regulation record and returned in English with the Chinese kept, including the legal representative, through China Cross-Border Data. Where you need the owners behind the shareholders, UBO and multi-layer shareholder tracing follows each layer. Personal information in the record reaches Hong Kong under our filed Standard Contract (Filing No. 202500031). Order by email to agent@fill-easy.com or through the API.
When the legal representative of one of your Mainland counterparties changes, who on your team finds out?