Research On The System Of Legal Representative’s Limitation Of Authority In Company Law

China’s Company Law only provides for general restrictions on the authority of legal representatives,and pays insufficient attention to the content and limits of their authority.The lack of legislative provisions has caused the frequent occurrence of cases of abuse of power and overstepping of power by legal representatives,which are divided into several categories,including the use of power by legal representatives to harm the interests of the company,impact on corporate governance,overstepping agency and abuse of litigation rights.In the absence of the law,judicial practice should play a certain complementary role to stop the division,but in the existing cases related to the limitation of the legal representative’s authority,there is a chaotic situation of different standards of adjudication.The causes of the current dilemma of the legal representative’s authority limitation system exist in the following aspects.First,the nature of the legal representative’s authority definition is controversial,"agency" and "representative" are controversial;second,the boundaries of the legal representative’s authority limit is unclear,the scope of the authority limit is vague and the limit is not clear;finally,the legal representative’s authority limit is unbalanced inside and outside.Lastly,there is an imbalance between the internal and external limits of the legal representative’s authority,as the legal representative enjoys a general representation right externally,but is subject to statutory and intentional limits internally,which will breed self-interest of the legal representative.The limitation of the legal representative’s authority should be based on the theory of distinction between internal and external relations: based on the theory of distinction,the content of the authority is distinguished into business execution and external representation through internal and external relations.The right of external representation has the property of "agency",which is in principle general and unrestricted,and is restricted by statutory and intentional distinction under exceptional conditions,and the limit of restriction is the legal authority of the subject;its advantage over the traditional doctrine is that it realizes the concept of corporate autonomy and the principle of separation of powers and checks and balances.The system of limiting the authority of the legal representative of the company should be improved in three aspects: legal limitation,intentional limitation and responsibility.First,improve the relevant restrictive provisions of the legal representative’s authority,clearly distinguish between the legal representative’s external representation and internal business execution,clarify the limits of the legal representative’s authority,and introduce the principle of prohibition of abuse of agency;second,expand the intentional restrictions on the legal representative,add the legal representative to exercise the authority of the prior restriction procedures,the legal representative must pass a corporate resolution before exercising part of his authority Third,to improve the mechanism of liability for abuse of authority by legal representatives,to clarify the fiduciary duties of legal representatives,and to establish the fiduciary duties of legal representatives.