Who Is the Legal Representative of a Single-Member LLC?
According to the provisions of the Enterprise Law 2014, limited liability companies include single-member limited liability companies and multi-member limited liability companies.
In which, a single-member limited liability company is an enterprise owned by an organization or an individual (referred to as the company owner); the company owner is responsible for the debts and other property obligations of the company within the company's charter capital.
According to Clause 1, Article 78 of the Enterprise Law 2014, a single-member limited liability company owned by an organization is organized and operates following one of the two models below:
- Company President, Director or General Director, and Controller;
- Members' Council, Director or General Director, and Controller.
Clause 2, Article 78 of the Enterprise Law 2014 provides:
"Article 78. Management structure of a single-member limited liability company owned by an organization
...
2. In cases where the company's charter does not specify, the President of the Members' Council or the President of the company is the legal representative of the company."
Thus: Based on the above-cited provisions, in principle, the legal representative of a single-member limited liability company owned by an organization is defined by the company's charter.
In cases where the company's charter does not specify, the President of the Members' Council or the President of the company (depending on the company's management and operational organization model) is the legal representative of the company.
Therefore: In the case of your company being a single-member limited liability company owned by another enterprise, with an organizational structure including the Company President, Company Director appointed by the Company President, and Controller, where the Company President is the legal representative of the company, it may arise from one of the following two cases:
- The company's charter stipulates that the Company President is the legal representative of the company.
- The company's charter does not specify who is the legal representative of the company.
The above is our advisory perspective on the issue you are questioning.
Sincerely!
