WFOE ops hub · Chop SOP · 5-year capital · Exit ban · Liquidation · M&A flagship.
The named 法定代表人 can usually bind the company without a HQ wet-ink ritual — especially with the official chop. The same person is the usual target for administrative pressure, unpaid-wage and tax files, and exit restrictions in civil enforcement (the mechanics live on exit ban). A local nominee does not delete the risk: it moves it onto someone you may not be able to remove when chops go missing. Changing the LR is an AMR filing that needs resolutions, IDs and chops. Appoint someone you can actually replace.
At a glance
| Question | Short answer |
|---|---|
| Does the LR bind the company? | Usually yes — title + official chop. |
| Exit ban automatic? | No. It is an enforcement / statutory tool. See the sister page. |
| Is a nominee safer? | Safer for HQ travel — worse for control and removal. |
| Can we change LR by email? | No. AMR + chops + banks/tax follow-on. |
| Chop hostage? | You may not be able to file the change. Chop SOP first. |
Scope and legal framework
Company Law — legal representative. A company shall have a legal representative, identified in the articles, who represents the company in civil activities. Fiduciary and diligence duties of directors and senior officers are now express — and personally enforceable in the revised law.
Civil Procedure / enforcement practice. Courts may restrict exit of a legal representative or responsible person in specified enforcement and dispute settings. That is not a visa office “stamp problem.”
Tax, labour, credit lists. Unpaid tax and wages often name the LR on administrative and credit files. Consumption-restriction and related tools sit on the director-risk cluster.
Practical workflow (change of LR)
- Shareholder / board resolution in the form the AoA requires.
- Old and new ID packs; official chop (see SOP).
- AMR change and new business licence.
- Banks, tax, customs, SAFE, social insurance — every file that still shows the old name.
Common mistakes
- Putting a friend-of-a-friend on the licence to “keep HQ off the plane.”
- Letting the LR leave China with every chop.
- Promising a resignation letter will take them off the licence.
Action checklist
- Why this person — written, including travel risk.
- Chop split already in force.
- Replacement resolution template on file.
- Passport / residence-permit dates still valid.
- Exit-ban page reviewed if there is a live dispute or unpaid judgment.
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