Note on terminology: In this memorandum, "legal representative" refers to the Chinese law concept of "法定代表人". It is not the company itself, but the natural person who is registered as having authority to represent the company in civil activities. "Removal" refers to the removal or deletion of the individual's company registration or record-filing information, including judicial removal where applicable.

I. Background: the Problem of "Easy Appointment but Difficult Removal"

In Chinese corporate governance practice, the position of a company's legal representative has long presented a practical problem: it is often easy to be appointed, but difficult to be removed from registration.

In many cases, individuals who are merely nominee legal representatives are unable to complete change registration with the market regulation authority because the company refuses to cooperate, the shareholders are in conflict, or the company has fallen into a governance deadlock. As a result, they may remain registered as the company's legal representative for a prolonged period and continue to face significant legal risks, including restrictions on high consumption, inclusion on a list of dishonest judgment debtors, and potential administrative or even criminal liability. Cases in which a person's identity information is misused and the person is registered as a legal representative without consent are also common.

The revised Company Law of the People's Republic of China, which came into force on 1 July 2024, substantially restructured the legal representative regime and provides a clear statutory basis for resignation and removal from registration. After the Measures for the Implementation of the Administration of Company Registration came into force on 10 February 2025, the route from judgment to enforcement for removal from registration became much more workable. From 1 January 2026, the Supreme People's Court further added, under the cause of action "disputes over requests for change of company registration", a fourth-level cause of action named "disputes over removal of company registration or record-filing information". This reflects the increasing need in judicial practice to regulate such disputes in a systematic manner.

This memorandum sets out, under the current legal framework and recent judicial practice, the legal basis, available remedies and practical procedure for removing a person's status as a company's legal representative from company registration or record-filing information.

II. Legal Basis and Nature of the Right

1. Article 10 of the New Company Law: the Resignation Mechanism

Article 10 of the revised Company Law provides that the legal representative of a company shall, in accordance with the company's articles of association, be a director or manager who conducts company affairs on behalf of the company. Where a director or manager who serves as the legal representative resigns, he or she is deemed to have resigned as the legal representative at the same time. Where the legal representative resigns, the company must determine a new legal representative within 30 days from the date of resignation.
This provision establishes the legal representative's right to resign on three levels.
First, the position of legal representative is dependent on the underlying position of director or manager. It is not an independent status detached from the company office. Therefore, where the director or manager who serves as legal representative resigns from that underlying position, he or she is deemed to have resigned as legal representative at the same time.
Second, the relationship between the legal representative and the company is generally understood as a mandate relationship. Under Article 933 of the Civil Code, either the principal or the agent may terminate a mandate contract at any time. Accordingly, a legal representative may resign unilaterally, without the company's consent or approval.
Third, the company has a statutory obligation to determine a new legal representative within 30 days after the resignation. The removal of the former legal representative from registration should not be blocked merely because the company has not yet selected a replacement.

2. Article 23 of the Company Registration Implementation Measures: Enforcement of Removal

Article 23 of the Measures for the Implementation of the Administration of Company Registration provides that where a company fails to perform, within the required period, its statutory obligation concerning registration or record-filing matters as specified in an effective legal instrument, and the people's court serves an assistance enforcement notice on the company registration authority requesting assistance in removing information relating to the legal representative, directors, supervisors, senior management, shareholders or persons in charge of branches, the registration authority shall publicise the removal information through the National Enterprise Credit Information Publicity System.
This provision connects judicial adjudication with administrative enforcement. It addresses the "last mile" problem in removing registration information and makes compulsory removal practically possible.

3. Legal Nature: Unilateral Termination of a Mandate

Judicial practice has recognised that, internally, the relationship between a company and its legal representative is one of mandate. The legal representative's authority to represent the company is based on the company's authorisation, which begins when the appointment is made and ends when the appointment is removed. The Supreme People's Court expressed this position in case (2022) Zui Gao Fa Min Zai No. 94, which has been included in the People's Court Case Database.
Accordingly, the resignation of a legal representative is essentially the exercise of the right to terminate a mandate relationship. Once the written resignation notice is validly served on the company, the resignation should take effect, without requiring the company's consent.

4. Article 933 of the Civil Code: Right of Termination at Any Time

Article 933 of the Civil Code provides that either the principal or the agent may terminate a mandate contract at any time. This provision supplies the civil law foundation for a legal representative's unilateral resignation and forms the basic legal basis for a claim seeking removal of the legal representative's registration or record-filing information.

III. Types of Legal Representatives and Choice of Remedy

In practice, legal representatives seeking removal from registration usually fall into three categories. The appropriate remedy differs significantly depending on the category. Correctly identifying the category is the first step in choosing the proper legal route.

1. Legal Representative Registered by Identity Misuse

This refers to a situation where a person is registered as the legal representative without his or her consent because another person misused the individual's identity information. In such cases, the individual usually has no knowledge of the registration and has no substantive interest or connection with the company.
The preferred remedy is administrative cancellation of the false registration, with civil litigation as a supplementary route.
Under Article 40 of the Regulation on the Administration of Registration of Market Entities, where market entity registration is obtained by submitting false materials or by other fraudulent means that conceal important facts, a natural person, legal person or other organisation affected by the false registration may apply to the registration authority for cancellation of the registration. After accepting the application, the registration authority shall conduct an investigation. If the investigation confirms that false registration has occurred, the authority shall cancel the relevant market entity registration.
The applicant should normally submit an application for cancellation of false registration or record-filing, a written undertaking, and a copy of identity documents. The applicant may also submit supporting evidence, such as proof of loss of identity documents, records of reissued identity documents, handwriting or seal impression authentication reports issued by professional institutions, or effective judgments or rulings issued by judicial or administrative authorities confirming the false registration. The person whose identity was misused should cooperate with the registration authority in verifying identity information online or offline.
After accepting the application, the registration authority shall conduct an investigation. If the relevant market entity or persons cannot be contacted or refuse to cooperate, the registration authority may publish the registration date, registered matters and other information of the relevant market entity through the National Enterprise Credit Information Publicity System for a 45-day publicity period. If the market entity and interested parties do not raise objections within that period, the registration authority may cancel the registration.
Jurisdiction over cancellation generally lies with the registration authority of the market entity suspected of false registration. If the registration authority has changed, the current registration authority is responsible for handling the cancellation, while the original registration authority shall assist in the investigation.
In practice, the applicant should observe the principle that the authority that handled the relevant registration should handle the cancellation. The applicant should actively cooperate with identity verification. If the applicant wishes to resolve the matter through the administrative process, it is generally not advisable to commence litigation at the same time, because the registration authority may suspend the investigation if the market entity suspected of false registration is already involved in litigation or arbitration and an interested party applies for suspension.
If the administrative route is obstructed or ineffective, the individual may file a civil action requesting removal of the legal representative registration. In judicial practice, courts generally support claims brought by persons who were registered as legal representatives through identity misuse.

2. Nominee Legal Representative

A nominee legal representative is a person who voluntarily, often at the arrangement or inducement of the actual controller, agrees to be registered as the legal representative but does not actually participate in company management and has no substantive decision-making authority. This is the most common type in practice and also one of the most difficult types of cases in litigation.
The proper route is to first exhaust internal corporate remedies and treat litigation as the final option. The nominee legal representative should first resign from the position of director or manager through internal company procedures, then urge the company to appoint a new legal representative and complete change registration. Only when the company refuses to cooperate or corporate governance has fallen into deadlock should judicial relief be pursued.

3. Legal Representative with Substantive Connection to the Company

This refers to a legal representative who actually participates in the company's operation and management, or who simultaneously serves as a shareholder, director or senior officer and has a substantive connection with the company.
This type faces the highest threshold for removal. The court will focus on whether the person has exhausted internal remedies, whether the person has lost substantive connection with the company, and whether the claim is brought in bad faith to evade debts or legal liabilities. If the legal representative remains a shareholder and continues to hold a meaningful equity interest, the court may find that the person still has a substantive connection with the company and may refuse to support removal from registration.

IV. Non-Litigation Route: Internal Corporate Remedies

Except in cases involving identity misuse, a legal representative should normally exhaust internal corporate remedies before seeking judicial relief. Courts generally consider judicial intervention reasonable and necessary only where internal remedies have been exhausted but removal from registration remains impossible.

1. Step One: Written Resignation and Effective Service

The legal representative should first issue a written resignation notice to the company, resigning from the position of director or manager. Under Article 10 of the Company Law, resignation from the relevant director or manager position will be deemed to include resignation from the position of legal representative.
Resignation is a unilateral legal act. It takes effect when the written notice is served on the company and does not require the company's consent or approval.
For service, the resignation notice should be sent to both the registered address of the company and its actual place of business. EMS or another traceable courier service is recommended, and all delivery receipts should be retained. If the notice is not successfully delivered or signed for, the resigning person should continue to send the notice to the actual controller, shareholders, other directors and supervisors. All service records should be preserved, including courier receipts, delivery confirmations, email records, screenshots of WeChat messages and other communications.

2. Step Two: Demand That the Company Perform Its Change Registration Obligation

After the resignation notice has been served, the legal representative should send a written demand requiring the company to determine a new legal representative within the statutory period of 30 days and to complete the relevant change registration with the company registration authority. The demand letter should clearly state that, if the company fails to perform its obligation within the required period, the legal representative will file a lawsuit in accordance with law.

3. Step Three: Promote Internal Governance Procedures

Where the legal representative is also a director, executive director or shareholder, he or she should, where possible, promote the convening of a board meeting or shareholders' meeting to address the resignation and appointment of a replacement. The person should retain meeting notices, meeting minutes and other relevant documents to prove that all reasonable internal efforts have been made.
Special attention should be paid where the legal representative is also a shareholder and holds sufficient equity to convene a shareholders' meeting, for example more than 10%. In such circumstances, the court may require the person to first convene a shareholders' meeting to adopt a resolution on replacement. In the case docketed as (2024) Hu 0115 Min Chu 46947, the court considered that the legal representative held 81% equity in the company and was able to convene a shareholders' meeting to pass a replacement resolution. Because the person filed the lawsuit without exhausting internal remedies, the claim was unlikely to be supported.

4. Criteria for "Exhaustion of Internal Remedies"

In judicial practice, courts usually consider the following factors when assessing whether internal remedies have been exhausted:
· the resignation intention has been effectively served on the company;
· the company has been reasonably urged to perform its obligation to change registration;
· the person has attempted to initiate internal governance procedures, such as proposing a board meeting or shareholders' meeting;
· the company's governance mechanism has failed or fallen into deadlock, or the company has refused to cooperate beyond a reasonable period; and
· the transition period has far exceeded a reasonable period, especially the statutory 30-day period.

V. Litigation Route: Disputes over Removal of Company Registration or Record-Filing Information

1. Cause of Action and Jurisdiction

From 1 January 2026, the Supreme People's Court has added the fourth-level cause of action "disputes over removal of company registration or record-filing information" under the third-level cause of action "disputes over requests for change of company registration".
This type of dispute is a commercial civil dispute, not an administrative dispute. It is not premised on a review of the legality of an administrative act.
The court with jurisdiction is generally the people's court at the company's domicile. Under the Civil Procedure Law, disputes arising from company establishment, confirmation of shareholder status, profit distribution and dissolution are subject to the jurisdiction of the people's court at the company's domicile. The company's domicile is generally the location of its principal office or its registered address.
The plaintiff is the legal representative seeking removal from registration. The defendant should be the company, because the company is the party responsible for registration and record-filing matters. Where necessary, shareholders who refuse to cooperate may be added as third parties.

2. Drafting the Claims

The claims should be clear and complete. A progressive structure is recommended.
First, the primary claim may request the court to order the defendant company to complete, within a specified number of days after the judgment becomes effective, the change registration with the specified market regulation authority and to remove the plaintiff's registration as the company's legal representative.
Second, an alternative claim may request that, if the defendant company fails to complete the change registration within the specified period, the court order the defendant company to immediately complete the removal of the plaintiff's registration as the company's legal representative.
Third, the plaintiff should also request removal of all other record-filing matters relating to the plaintiff, such as the plaintiff's recorded position as executive director, director or manager.
It is important not to omit the request for removal of record-filing information. A legal representative is often also recorded as executive director, director or manager. If the claim only seeks removal of the legal representative registration but fails to address other recorded positions, the removal may be incomplete and legal risks may remain.

3. Evidence Preparation

The success of litigation depends heavily on whether the evidence is sufficient and whether the required procedures have been properly performed. The following groups of evidence should be prepared.

Group One: Evidence Proving Resignation

This includes the written resignation notice and proof of service, such as EMS receipts, delivery confirmations, emails and WeChat records. It also includes records showing that the resignation notice was sent to the actual controller, shareholders, other directors and supervisors. If the person has completed employment departure procedures, resignation certificates, handover records and similar documents should also be retained.

Group Two: Evidence Proving Exhaustion of Internal Remedies

This includes written demand letters requiring the company to complete change registration and proof of service. It also includes notices proposing the convening of board meetings or shareholders' meetings, meeting minutes where applicable, evidence of the company's refusal or failure to respond, and evidence of governance deadlock or abnormal business status, such as revocation of the business licence or inability to contact the actual controller.

Group Three: Evidence Proving Lack of Substantive Connection with the Company

This includes proof of termination of the employment contract or resignation certificate, social insurance records showing that social insurance is no longer paid by the company, evidence that the plaintiff has not participated in company management, evidence that the company seal and accounting books are held by others, bank statements showing that the plaintiff has not received remuneration as legal representative, and witness statements from employees concerning the company's actual control and management.

Group Four: Evidence Proving the Company's Failure to Perform

This includes evidence that the company has failed to determine a new legal representative for more than 30 days, and communication records showing that the company refused or delayed change registration.

4. Key Issues Reviewed by the Court

Whether Internal Remedies Have Been Exhausted

This is usually the first and most important issue. Judicial intervention is more likely to be considered reasonable and necessary only where the legal representative has exhausted internal company remedies but still cannot achieve removal from registration.

Whether the Person Has a Substantive Connection with the Company

Article 10 of the Company Law requires that the legal representative be a director or manager who conducts company affairs on behalf of the company. If the registered legal representative no longer participates in company management and has no substantive connection with the company, courts are generally more inclined to support removal.
In the case docketed as (2024) Su 01 Min Zhong 11547, the court considered that after the legal representative resigned, he no longer had a substantive connection with the company and lacked the basic ability and substantive conditions to manage the company internally or represent it externally. The court therefore supported removal from registration.
However, if the legal representative is also a shareholder and continues to hold equity after resignation, the court may find that the person still has a substantive connection with the company and may refuse removal.

Whether Appointment of a New Legal Representative Is a Precondition

The removal of the former legal representative should not be conditional upon the company having already appointed a new legal representative. Article 10 of the Company Law allows a 30-day period after resignation during which the company must determine a new legal representative. Therefore, a temporary vacancy is legally contemplated. In cases such as (2024) Xin 0102 Min Chu 9019 and (2024) Su 1311 Min Chu 5096, courts adopted this view.

Whether There Is Bad Faith to Evade Debts

The court will also examine whether the lawsuit is brought to evade debts or legal liability. The adjudicative focus should be whether the mandate relationship has lost its foundation, whether internal remedies have been exhausted, and whether the plaintiff has subjective bad faith to harm creditors or avoid legal obligations. This is necessary to prevent moral hazard where a removal lawsuit is used as a disguised method of avoiding debt.

Whether an Insufficient Number of Directors Affects Removal

If a legal representative who also serves as director resigns and the resignation causes the number of directors to fall below the statutory minimum, the question arises whether that should prevent removal of the legal representative registration.
One view is that removal should not be supported in such circumstances. A more persuasive view is that Article 70 of the Company Law only requires the person to continue performing duties as director before a replacement director takes office; it does not require the person to continue serving as legal representative. The two positions should be distinguished. In relevant cases, although the legal representative was also the executive director and the company had not selected a new executive director, courts still supported removal of the legal representative registration.

VI. Enforcement Route: Compulsory Enforcement and Judicial Removal

1. Enforcement Basis and Assistance by the Registration Authority

After obtaining an effective judgment, if the company fails to perform the change registration obligation within the time specified by the judgment, the former legal representative may apply to the court for compulsory enforcement.
The enforcement court may, under Article 23 of the Measures for the Implementation of the Administration of Company Registration, serve an assistance enforcement notice on the company registration authority, such as the market regulation bureau or administrative approval bureau. The registration authority should assist in enforcement and publicise the removal information through the National Enterprise Credit Information Publicity System.

2. Registration Status After Removal

In the first reported compulsory removal case concluded by the Huaishang Court, after the court served an assistance enforcement notice on the administrative approval bureau, the company's legal representative field was changed from the former legal representative's name to "judicial removal" within less than one hour.
The Changting Court also successfully concluded a compulsory company registration removal case. Through coordination between the court and the market regulation authority, Liu's registered information as legal representative and executive director was successfully removed, ending a nearly four-year registration burden.
These cases indicate that a complete closed loop has now formed from judgment to enforcement.

3. Lifting Restrictions on High Consumption After Removal

After the legal representative registration has been removed, the former legal representative may apply to the enforcement court to lift restrictions on high consumption based on the removal result.
Under the Supreme People's Court's relevant enforcement policy, where a corporate judgment debtor is subject to consumption restrictions and its legal representative or principal person in charge is changed for genuine operational and management reasons, the former legal representative or principal person in charge may apply for the lifting of personal consumption restrictions. The applicant must prove that he or she is not the actual controller of the entity and is not a directly responsible person affecting the performance of the debt. If the court confirms this after review, the application should be approved.
Resignation does not automatically lift consumption restrictions. Even after registration removal, the person must actively apply to the enforcement court. The court will conduct a substantive review. If the court finds that the removal procedure is merely a means to evade enforcement restrictions, it may refuse to lift the restrictions.

VII. Legal Risks and Risk Prevention

1. Main Legal Risks for Nominee Legal Representatives

A nominee legal representative may face multiple risks.
First, the court may impose restrictions on high consumption if the company is subject to enforcement and still fails to discharge its debts. Such restrictions may affect air travel, high-speed rail travel, hotel accommodation, children's schooling and other aspects of ordinary life.
Second, if the company violates administrative regulations, the legal representative may face administrative penalties such as fines or detention.
Third, if the company's business licence is revoked or the company is ordered to close due to illegal conduct, and the legal representative is found personally responsible, he or she may be prohibited from serving as a director, supervisor or senior officer of another company for three years.
Fourth, if the company is suspected of committing a unit crime, the legal representative may be identified as a directly responsible person and face criminal liability.
Fifth, civil liability may arise if the legal representative engages in fraud, unauthorised representation or other conduct causing loss to creditors, the company or shareholders.

2. Recommendations for Risk Prevention

For a legal representative intending to resign, early action is essential. The person should not wait until the company's business situation has deteriorated. The earlier the resignation, the easier it is to show the absence of bad faith to evade debts.
The entire process should be documented. Written evidence should be kept for resignation, demand letters, internal governance efforts and communications with the company.
The person should first attempt negotiation with the company. Litigation should be used only if negotiation fails and internal remedies cannot resolve the problem.
For anyone considering serving as a nominee legal representative, the key warning is that being a nominee does not mean exemption from liability. Company registration has external publicity and credibility effects. Once a person is registered as legal representative, legal responsibilities may arise regardless of whether the person actually participates in the company's operation.
A private indemnity or exemption agreement with the actual controller cannot be asserted against external creditors and cannot eliminate the legal representative's external liabilities.
From a litigation strategy perspective, preparation before filing is critical. The plaintiff should ensure that all internal remedies have been completed; otherwise, the claim may be rejected. The plaintiff should also make comprehensive claims, seeking removal not only of the legal representative registration but also of any record-filing information relating to positions such as director, executive director or manager. Rights should be asserted promptly to avoid loss of remedies due to delay.

VIII. Practical Checklist

The following checklist summarises the practical steps for removing a legal representative from registration.

Stage	Key Action	Key Evidence
Step 1: Written resignation	Send the resignation notice to the company's registered address and actual place of business. If delivery fails, also send it to the actual controller, shareholders, directors and supervisors.	Courier receipt, delivery confirmation, resignation notice copy
Step 2: Demand performance	Demand that the company determine a new legal representative within 30 days and complete change registration.	Demand letter and proof of service
Step 3: Promote internal procedures	Where possible, propose or convene a board meeting or shareholders' meeting to discuss replacement.	Meeting notice, minutes and voting records
Step 4: Organise evidence	Collect evidence of resignation, demands, internal remedies, lack of substantive connection, and the company's failure to perform.	Evidence listed in Section V
Step 5: File litigation	Sue the company at the court of the company's domicile and request removal of both registration and record-filing information.	Complaint, evidence list, supporting documents
Step 6: Apply for enforcement	If the company fails to perform after the judgment becomes effective, apply for compulsory enforcement.	Effective judgment, enforcement application
Step 7: Apply to lift consumption restrictions	After removal, apply to the enforcement court to lift high-consumption restrictions and prove lack of control and direct responsibility.	Proof of removal, non-control evidence, resignation, employment and social insurance records

IX. Reminder

Article 10 of the revised Company Law provides a clear legal basis for the removal of a legal representative from company registration and turns the legal representative's right to resign from theory into an operable remedy. Article 23 of the Measures for the Implementation of the Administration of Company Registration further opens the enforcement channel from judgment to administrative implementation, making compulsory judicial removal possible. The Supreme People's Court's addition of the fourth-level cause of action "disputes over removal of company registration or record-filing information" also marks a further step toward standardised adjudication of such disputes.
However, the success of a removal claim depends heavily on several core factors: whether internal remedies have been exhausted, whether the plaintiff has lost substantive connection with the company, and whether the claim is free from bad faith to evade debts or legal liability. Procedural completeness is the key to success, and sufficient evidence is the fundamental safeguard.
For legal representatives facing this problem, the recommended approach is to act early, follow the route of "internal remedies first, litigation as the final measure", preserve written evidence throughout the process, and seek professional legal assistance where necessary in order to protect their lawful rights and interests to the greatest extent possible.

By David Gao, an international lawyer cased in Beijing, China with more than 20 years of legal practice.