Lawyer’s Interpretation: Did you grab the official seal and grab Dangdang?
When Dangdang’s right to compete was staged again, Li Guoqing “robbed” the official seal of Dangdang Company, which attracted much attention.Is it illegal for Li Guoqing to win the official seal?Does Dangdang.com declare that the official seal is invalid?Can the official seal represent the right of control?Conduct, Sauna, Yewang invited Han Xiao, a lawyer from Beijing Kangda Law Firm, and Zhao Zhan, a lawyer from Beijing Zhilin Law Firm, to conduct professional analysis on the above key issues.The robbery is improper, does the law involve company resolutions? Sai Yeenet: Is it illegal for Li Guoqing to snatch the official seal?Zhao Occupation: The act of grabbing the official seal may not be appropriate in terms of form, but whether it is illegal or not can not be judged simply. It involves the resolution of the board of directors and the resolution of the shareholders ‘meeting.When Dangdang first convened a shareholders’ meeting on April 24 to formulate a resolution, it decided to set up a board of directors, which then convened a meeting to formulate a resolution of the board of directors and elected Li Guoqing as chairman and general manager.Therefore, if these two resolutions are valid, although the act of grabbing the official seal may not be appropriate, it is not illegal.The key now is to judge the effectiveness of the resolutions of the board of directors and the shareholders ‘meeting, which we will continue to talk about.Han Xiao: In fact, the dispute over the control of the official seal is related to management disputes within the company. The state public power should not be overly involved, and the management of the official seal should vary from company to company.In judicial practice, there are relevant regulations regarding the custody of the company’s official seal.The current treatment is that the company must either follow the corresponding management system or the country ‘s compulsory regulations, but the country currently has no such regulations.Therefore, the right and wrong of the act of grabbing the official seal requires the company to make its own judgment, but we believe that it is not illegal.The company can resolve it through civil litigation. If Li Guoqing does not have copyright control rights over the company, then this behavior may violate the relevant provisions of the Property Law.Although the current news reveals that Li Guoqing was elected as the chairman of Dangdang.com, I think that the control of the official seal also needs to go through statutory procedures, and the act of snatching is still not proper.At present, Li Guoqing has doubts about the control of the company obtained by the resolution of the shareholders ‘meeting, because the two parties have different statements about his proportion in the shareholders’ meeting, and further review of the company’s regulations is required.If Li Guoqing does not obtain the control of the official seal in accordance with the “Company Law” and the company’s articles of association, then the official seal is an act of unauthorized possession. For such an act of unauthorized possession, you can request the return of the property.At the same time, in judicial practice, the official seal can also be replaced through a variety of actions, just directly through legal persons and companies, but how to prove that this is a company’s behavior, generally only the official seal can be agent, so this is a vicious circle.Sauna Nightnet: Can you regain control of the company by snatching the official seal?Or do you need other conditions?Han Xiao: In fact, the official seal does not equal the company’s control, and the company’s ownership rights need to be decided by an effective shareholders’ meeting.But there is a problem that China and foreign management systems are not the same. Many foreign countries have adopted the signature, they do not have the concept of official seal; but China recognizes the official seal, so the existence of the official seal can represent the company ‘s behavior at the surface review stage., Just like when you need to add an office seal, you need to have the authorization of the previous official seal.It can only be said that the official seal has a limited control over the company, but it does not mean that the company’s control is completely taken away.Zhao Occupation: We can look at this issue from two levels. First, from a legal point of view, has he passed the industrial and commercial registration change, although Dangdang now has a shareholders ‘meeting resolution and a board resolution, but Li Guoqing has not yet become aThe company’s directors and chairman, legal representative and general manager did not complete the industrial and commercial change registration.Under the current circumstances, despite getting a shareholder meeting resolution and board resolution, will the industry and commerce department approve it?Will he be registered for business changes?There is actually a lot of uncertainty.From this point of view, if he has not completed this change registration, at least in legal form, he has not achieved control of this company.Second, Li Guoqing’s control of the company actually needs to include de facto control.Li Guoqing just realized the first step-just get the official seal.But it is not enough to just get the official seal, there is also actual control over financial accounts, personnel and company management.Today Li Guoqing also said that getting the official seal is only the first step, followed by team formation, and then stationed in Dangdang.In fact, these steps have been completed before it is possible to actually control the company.However, under the control of legal legislation, some legal disputes may occur, which will ultimately be determined by the judiciary.Sauna Nightnet: Today Dangdang has announced that all the official seals will be invalidated. Is it necessary to go through some legal procedures for this act?Or is it okay to unilaterally declare null and void?Zhao Occupation: There is a process for invalidation.First of all, there needs to be an announcement, the announcement has a certain period, and then you need to go to the public security department to engrave and file. If you want to carry out such procedures, if you only unilaterally declare it invalid, it may not be legally effective.I believe that Dangdang will have such actions in the future.But there is currently a problem. Attorney Han also mentioned just now, how do you prove that it is the company’s behavior to do these announcements or applications without the official seal?This is the paradox.So it still has such a difficult operation.In general, only a statement with an official seal has legal effect.Does the statement issued with the Dangdang official seal have legal effect?Sauna Night Net: Li Guoqing used the official seal of Dangdang to send a statement. Can this statement now be regarded as a voice of the company?Or is it a legally valid statement?Han Xiao: In the case that the official seal has not been abolished, the statement is legal and valid and represents an act on behalf of the company. The official seal is an important document and tool for the company’s operation and management. The act of stamping the official seal is actually a way for a company to exercise its legal rights.At present, there are no relevant regulations on the whole, and it certainly belongs to the scope of company awareness.If Li Guoqing authorizes him to take the official seal, the company conducts an act of stamping.If this happens, it can basically be regarded as a company’s behavior.Even if this person does not have any position in the company, he can act as an agent of the company and exercise a corresponding right and a corresponding obligation.These are all possible.Therefore, it does not mean that Mr. Li is not in this company, he cannot act on behalf of the company.Sauna Night Net: Dangdang’s statement is that Li Guoqing no longer has any position in the company, but as a shareholder, does he have the right to control the official seal?Han Xiao: It depends on whether the company has corresponding regulations.In general, we all require the official seal to be held by the legal representative, or let the company’s shareholder meeting or the board of directors or the like hold it.However, as I haven’t seen the related management files of Dangdang, this needs to be seen in detail.Zhao Occupation: The official seal is now practiced in Li Guoqing. He does n’t even have a position, he is just a shareholder, but he can also act as an authorized person on behalf of the company and act as an agent for him. Also officials, because there are now board and shareholders’ resolutions.If you want to overthrow Li Guoqing’s behavior, fundamentally, you need to invalidate the resolution of the shareholders’ meeting in order to achieve this. Otherwise, the current stalemate is difficult to solve.Including external statements like Dangdang, saying that the official seal is invalid. At present, it is believed that the official seal is completely invalid if it is not simply abolished.The statutory procedures have not been completed, and the statutory procedures for invalidating the official seal have not yet been completed. In this case, Li Guoqing holding the official seal to sign a contract with the outside world may be effective.Sauna, Ye Wang Lu Yifu Chen Weicheng Cheng Zijiao Intern Dana Editor Xu Chao Proofreading Chen Diyan