literature Mainland China English summary

Differences Between Ultra Vires Acts by Legal Representatives and Other Personnel

论公司法定代表人与其他人员越权的差异

Explains why ultra vires acts by a registered legal representative differ from unauthorized acts by ordinary personnel under China's single legal representative model.

Brief English Introduction

This reading focuses on the special authority of the single legal representative compared with other officers, employees, or agents. The key point is that the legal representative combines public status with broad external representative power, so courts cannot analyze the person’s overreach exactly like ordinary agency overreach.

Use It For

Use it when students are tempted to treat all unauthorized company acts as the same problem.

Teaching Notes

Ask students why the counterparty’s duty to check authority should vary with the actor’s corporate position.