What the role is
The legal representative (法定代表人) is the individual who acts on behalf of the company by law. Their name is printed on the business licence, and their acts within the company’s authority bind the company. Under the 2024 Company Law, the legal representative must be a director or the manager who carries out the company’s affairs.
Why it’s more than a formality
- Binding authority: they can sign for the company, so a rogue legal representative is a serious risk.
- Bank and filings: banks and authorities often need their identity verification.
- Personal exposure: if the company ignores a court judgment, the legal representative can face exit bans and restrictions on high spending and travel. Serious regulatory failures can also lead to personal penalties.
Choosing the person
- Choose someone you trust and can reach quickly.
- Weigh whether a foreign executive or a local manager is the better fit.
- Pair the appointment with written internal rules on what they may sign.
Replacing a legal representative
A change needs a shareholder or board resolution and a SAMR filing. If the outgoing person won’t cooperate, for example by withholding chops, the 2024 Company Law makes it easier for the company to complete the change, but it’s still best handled with legal support.
See also: company chops · Company Law capital compliance
Reviewed by Choi & Partners · 3 October 2026. This page is general information, not legal advice.