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Governance · 04 Editorial guide

Governance & legal representative

Governance separates internal decision rights from external authority and operational control. Start with the registered articles and current filings, then map shareholders, directors, managers, the legal representative, delegated authority and chop custody against the decision or transaction at hand.

First job Map who can decide, sign and hold the chops before relying on a title or an internal approval alone.

Start here

Start here

Key considerations

The first questions are about urgency, governance and preservation — before collection expands or interviews begin.

  1. What decision or document needs authority now?
  2. What do the current articles, AMR record and resolutions say?
  3. Who controls the relevant chop, account or filing credential?

Decision map

Keep the question bounded.

  1. Map the corporate organsIdentify shareholders, board or sole director, manager, supervisor or audit committee where applicable, and the decisions reserved to each under law and the articles.
  2. Separate office from authorityRecord the legal representative, authorised signatories, powers of attorney and approval thresholds; a job title or internal limit does not by itself answer third-party effect.
  3. Trace control of executionMap company, financial and legal-representative chops, bank credentials, licences and digital filing access to named custodians and approval rules.
  4. Document and register changeUse valid resolutions and updated articles, then complete required AMR, bank, tax, licence and internal-control updates before treating the new arrangement as effective everywhere.

Quick answers

Need the short version? Start with one narrow question.

These explainers answer one question. They do not replace this topic route or a deep guide.

Quick AnswerChina Legal Representative RisksThe legal representative is the company’s statutory face: chops, contracts, and personal exposure. This live URL stays the main guide. ReviQuick AnswerChanging a Legal Representative in ChinaReplacing the legal representative needs an internal appointment plus a SAMR change filing. A resignation letter alone does not take them off the licence. Reviewed 6 Sep 2026.Quick AnswerArticles of Association in ChinaThe AOA is the company’s constitution filed at SAMR: capital, organs, chops of authority. Model articles are a starting point, not a control map. Reviewed 6 Sep 2026.Quick AnswerDirectors of Chinese CompaniesDirectors owe Company Law duties of loyalty and care. The legal representative is often (not always) drawn from them. Reviewed 6 Sep 2026.Quick AnswerShareholder Resolutions in ChinaShareholders act by written or meeting resolutions at Company Law majorities. SAMR changes need the filed form, not a WhatsApp vote. Reviewed 6 Sep 2026.Quick AnswerShareholder Liability in ChinaLimited-company shareholders are generally liable up to their subscribed capital — unless they abuse the form, mix assets, or leave capital unpaid. Reviewed 6 Sep 2026.

Curated resources

Open the asset that matches this job.

01
core guide

Forming a company in China

National framework for WFOE, JV and RO setup, chops and post-licence compliance.

02
checklist

Prepare a company-formation enquiry

Organise high-level setup facts before counsel or Ask a Lawyer.

03
core guide

Corporate, M&A and exit hub

Use the transaction hub when the event is a deal, restructure or exit rather than a first incorporation.

Helpful to prepare

Facts that make the next conversation clearer.

These items are orientation aids, not a legal requirement list.

Current business licence, AMR extract and articles of associationShareholder, director, manager and legal representative appointmentsReserved matters, voting thresholds and delegated authoritiesChop, bank-token, licence-original and filing-credential custodyRelevant resolutions, powers of attorney and contract approvalsRequired AMR and connected bank, tax or licence changes

Local context

Add the city when registration practice changes.

AMR queues, bank onboarding and social-insurance setup vary after the national vehicle is chosen.

Open city and province guides

Counsel hand-off

Need formation counsel?

This hub organises setup stages. It does not decide vehicle, access or licence outcome on your facts.

Find formation counsel

Submit an initial enquiry

Need qualified counsel?

Move carefully. Move with a record.

Use the portal to identify counsel for this practice and related China-side issues.

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