Legal persons will not die, they can only be terminated. The deceased is the legal representative or the legal representative of the company. The death of a legal representative does not exempt the legal person from legal liability. The company shall bear liability for the company's debts with all its property. If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.
Legal Analysis
The death of the legal representative does not affect the company's claims and debts. The original enterprise's arrears and loans will still be borne by the original enterprise. Regardless of whether you are a shareholder or a legal representative, you must first distinguish whether the debt is a personal debt or a corporate debt. If it is a company's debt, the death of the legal representative will not affect the debt, and the company shall be responsible for the debt. If it is an individual debt of the legal representative, it should be paid off from his estate after his death. If it is a joint debt of husband and wife, his wife also has the responsibility to pay off the debt. If the legal representative and other staff of an enterprise legal person cause economic losses to others due to business activities conducted in the name of the legal person, the enterprise legal person shall bear civil liability. After a legal person assumes liability to a third party, it can recover the compensation liability of the at-fault legal representative or other staff member. Citizens or legal persons who infringe upon state or collective property, or infringe on other people's property or person due to fault, shall bear civil liability. Although the legal representative of a company can be stipulated in the company's articles of association, the provisions of the company's articles of association are not completely free. The company's shareholders can only be between the chairman of the board (if there is no board of directors, the executive director) or the manager. The company's articles of association shall not stipulate that the board of directors or management team shall collectively exercise the powers of the legal representative.
Legal Basis
"Company Law of the People's Republic of China"
Article 3 A company is an enterprise legal person, has independent legal person property, and enjoys legal person rights. property. The entirety of the company's property is liable for the company's debts. The shareholders of a limited liability company shall bear liability to the company to the extent of their subscribed capital contribution; the shareholders of a joint stock company shall bear liability to the company to the extent of the shares they subscribe for.
Article 20 The company’s shareholders shall abide by laws, administrative regulations and the company’s articles of association, exercise shareholder rights in accordance with the law, and shall not abuse shareholder rights to harm the interests of the company or other shareholders; shall not abuse the company’s independent status as a legal person and the limited liability of shareholders harm the interests of the company's creditors. If a company's shareholders abuse their rights and cause losses to the company or other shareholders, they shall be liable for compensation in accordance with the law. If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.
Article 13 The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the company's articles of association, and shall be registered in accordance with the law. If the legal representative of the company changes, the change registration must be carried out.