The duties, exposure, and appointment mechanics attaching to a Chinese entity's legal representative, directors, and supervisor — and what changing any of them actually involves.
What this covers
- A written briefing on what the legal representative role carries, prepared for the individual being asked to take it
- An assessment of who among the group's people can practically hold the role, given residence, travel, and availability
- Directors' and supervisor's duties set out against the entity's own articles of association rather than in the abstract
- Appointment and change filings prepared, with the chop, banking, and licence updates a change triggers sequenced behind them
- A delegation and authority record showing who may bind the entity, and to what limit
- Handover support where a departing legal representative has to be replaced, in the order a bank will require it
Our services
A role with no home-jurisdiction equivalentOne named individual can bind the entity, and is commonly appointed without ever being briefed on what that means.
The legal representative (法定代表人) has no clean equivalent in most home jurisdictions, which is why the role is so often filled by convenience — whoever happened to be available at formation, frequently someone who was never told what they were accepting. One named individual can bind the entity, and their name attaches to its conduct in a way a non-executive director's name in a home jurisdiction does not.
Exposure lands on the individualConsequences reach the named person, who is often abroad — and replacing them is a sequence of filings, not one.
The exposure is practical rather than theoretical, and it lands hardest on the person least placed to deal with it: where an entity falls into difficulty, the consequences reach the named individual, and that individual is often sitting in another country. Naming someone who does not live here, or who is about to leave the group, builds in a problem that surfaces at precisely the moment it is most awkward to fix — because replacing a legal representative is not one filing, it is a filing followed by chop, banking, and licence updates that each depend on the one before.
Advisory and administrative, never nomineeWe brief, assess, and file. We do not sit in the role ourselves, and we say why.
We brief the individual before they are named, assess who can realistically hold the role, set out directors' and supervisor's duties against the entity's own articles, and prepare the appointment or change filings together with the downstream updates they trigger. We do not provide nominee legal representatives or directors: sitting in the role is a standing personal exposure, and a practice that took it on for a fee would be selling the client the appearance of governance rather than the thing itself.
Why choose HainanInc?
The individual briefed on what they carry before they are named
No nominee arrangements — we advise on and administer the role, we do not occupy it
A change filing sequenced with the chop, bank, and licence updates behind it
Case study
Restoring Good Standing After a Lapsed Registration
A foreign-owned entity's registered address had changed without the corporate register being updated, and a routine regulatory notice went unanswered as a result. By the time the gap surfaced, the entity's standing was in question and a pending contract required proof of good standing within weeks.
Composite illustration based on common engagement patterns; not a specific client.
All Entity Management and Governance services
- Compliance and Governance
- Regulatory Reporting and Entity Health Checks
- Corporate Services
- Beneficial Ownership and Registry Filings
- Legal Representative and Director Duties
- Deregistration and Entity Exit