The love and hatred of an "official seal"...Things related to the official seal

The company seal represents the company to the outside world

It is a concrete expression of the company’s will.

due to several reasons

often occur in practice

Disputes over the custody and ownership of the company’s official seal

such disputes

Judicial practice generally falls under

Under the cause of the case "Dispute over return of company license"

On the surface, it means returning the original official seal, certificate, etc.

In essence, it often involves the internal governance of the company

Shareholders' struggle for control of the company

Today, let us go through a typical case

Let’s find out together~

• Brief introduction to the case •

Longyuan Company has a registered capital of 2 million yuan. The major shareholder is Fu, who holds 40% of the shares. He serves as executive director and legal representative. The remaining three shareholders Wang, Li, and Liu each hold 20%. The company's articles of association stipulate that the company does not have a board of directors, but has one executive director, who is elected by the shareholders' meeting. The shareholders' meeting exercises voting rights in accordance with the proportion of capital contribution and is approved by more than half of the shareholders with voting rights. The executive director is the legal representative of the company and can be re-elected.

In February 2016, Longyuan Company held an extraordinary general meeting of shareholders. The shareholders Wang, Li and Liu who attended the meeting made a resolution: to remove Fu from his position as executive director and legal representative; to elect Wang as the company’s executive director and legal representative. Representative person. The original executive director Fu should go through the handover procedures (including company seal, financial seal, corporate business license, etc.) with the new executive director Wang and cooperate with the company change registration procedures.

Houlongyuan Company filed a lawsuit in court, requesting that Fu return Longyuan Company's certificates, including the company's official seal, legal representative's seal, company's financial seal, contract seal, invoice seal, original and duplicate business license, account opening permit, company seal, etc. Financial accounts, etc. Fu argued that he was a major shareholder and had the right to control the company's official seal and other information; the resolution of the shareholders' meeting in February 2016 was invalid and he had already filed a separate lawsuit, so the trial of this case should be suspended. After investigation, it was found that Fu’s lawsuit for invalidating the company’s resolution had been dismissed because Fu failed to appear in court to participate in the lawsuit after being summoned.

The court of first instance supported Longyuan Company’s petition. Fu appealed to the Beijing No. 1 Intermediate People's Court. The second instance rejected the appeal and upheld the original judgment.

• Reasons for judgment •

The Beijing No. 1 Intermediate People's Court held that in February 2016, Longyuan Company held a shareholders' meeting and formed a resolution to remove Fu from his position as executive director and legal representative, and elected Wang as the company's executive director and legal representative. , Fu and Wang went through the handover procedures. If the above-mentioned shareholders' meeting resolution is revoked without legal procedures or is deemed invalid or invalid, it shall be binding on all parties. As the original legal representative of the company, Fu shall implement the resolution.

Wang became the new legal representative of Longyuan Company in accordance with the above-mentioned resolution of the shareholders' meeting. As the company's legal representative, he represents the legal person in civil activities. He has the right to engage in legal activities in the name of the company externally and the right to preside over the company internally. Operations and management work. As the new legal representative of the company, Wang sued Fu in the name of the company to return the official seal, certificates and company property required for the company's operations. This has factual and legal basis and should be supported.

Fu claimed in appeal that this case should be based on the outcome of Fu’s lawsuit to confirm the invalidity of the company’s February 2016 resolution. However, the case has been dismissed. Fu’s above-mentioned claims have no factual basis and will not be accepted by this court. .

In the end, the No. 1 Intermediate Court in Beijing ruled that the appeal was dismissed and the original judgment was upheld.

• What the judge said •

1. The generation of official seal

Seals have a long history and were once regarded as symbols of power. With the development of society, the importance of the official seal has been reduced, and its function has basically the same legal effect as a natural person's signature. How does a company obtain an official seal? Article 25 of the "Company Registration Management Regulations" stipulates that a company shall engrave its seal based on the "Enterprise Legal Person Business License" issued by the company registration authority.

2. Ownership of the official seal

From the perspective of ownership, a company is a subject that independently enjoys civil rights and assumes civil obligations in accordance with the law. The company's official seal certainly belongs to the company and is not the "private property" of the company's shareholders, legal representatives, or company directors, supervisors, senior managers, etc. Others may possess or control the company's official seal if they are granted corresponding authority.

3. Control of official seal

Our country's Company Law does not clearly stipulate who should actually possess and control the official seal. This issue falls within the scope of the company's internal autonomy and can be clarified by shareholders' meeting resolutions, company articles of association, etc. In practice, the company's shareholders, legal representatives, directors, managers, etc. may actually control the official seal. If there are no clear regulations within the company, it is generally believed that the legal representative can naturally control the company's official seal based on his representative power.

4. Functions of official seal

The function of the official seal is to express meaning. Under normal circumstances, the company's counterparty can rely on the official seal to infer that the relevant content is the will of the company. However, the official seal is not omnipotent. This presumption can be overturned. The effectiveness of the official seal essentially depends on the authority of the person who affixed the seal. The Minutes of the Civil and Commercial Trial Work Conference of the National Courts (Minutes of the Ninth People's Conference) clearly stipulate that "when hearing a case, the People's Court shall mainly examine whether the signatory has the right to represent or agency at the time of affixing the seal, so as to determine whether the signatory has the right of representation or agency at the time of affixing the seal. Relevant rules to determine the validity of the contract.”

5. Litigation over official seal

The party sued to return the official seal, certificates, etc., and the cause of the case was "dispute over the return of company certificates." The plaintiff was the company, and the defendant was the possessor without the right to possess it. Interested parties such as relevant shareholders could be listed as third parties depending on the circumstances of the case. It is generally believed that this type of litigation is a corporate infringement case and can be under the jurisdiction of the court where the defendant is domiciled, where the infringement is committed, and where the infringement results occur.

Source: Democracy and Legal Society