Is a lawsuit for the change of registration of the legal representative within the scope of the court's acceptance?

Main points of the judgment: The original legal representative is not a shareholder of the company, and he cannot make a resolution on the change of the legal representative through consultation on the change of the legal representative through the convening of the shareholders' meeting and other avenues of the company's autonomy. If the people's court does not accept the lawsuit, the legal risks it bears will continue to exist without any remedy. Therefore, the litigation in which the original legal representative requests the registration of the change of legal representative has the interest of litigation, and the dispute is a civil dispute between equal subjects, which falls within the scope of the people's court's acceptance of civil litigation.

Case Index: "Wang Huiting's Lawsuit Against Bazhou Sairui Machinery equipment installation co., Ltd. and Cao Yonggang's request for a change of company registration dispute" [(2020) SPC Minzai No. 88]

Focus of the dispute: Is the lawsuit for the change of registration of the legal representative within the scope of the court's acceptance?

Judgment Opinion

The Supreme People's Court held that the judgment of whether the people's court should accept Wang Huiting's lawsuit should be specifically analyzed on the basis of his litigation claims and factual grounds. Wang Huiting's main litigation claims in this case include two: 1. ordering Sai Rui Company and Cao Yonggang to perform the company's shareholder decision and handle the change of the company's legal representative's industrial and commercial registration; 2. ordering Sai Rui Company to have no legal acts related to it. The main fact based on this is that he is the legal representative appointed by Cyril Company, resigned after several months of service, and no longer participates in the operation and management of Cyru Company, and Cyru Company did not register the change of legal representative in a timely manner, infringing on its legitimate rights and interests.

First of all, on the issue of whether Wang Huiting's litigation request to order SaiRui Company and Cao Yonggang to handle the change of the industrial and commercial registration of the company's legal representative should be accepted. Wang Huiting's litigation claim is based on the fact that he has resigned, requesting the termination of the appointment relationship between him and Theray Company and the registration of the change of the legal representative, which is a civil dispute between equal subjects. According to Wang Huiting's claim that he has left Sai Rui Company since May 30, 2011, it has been nearly 9 years since then, which shows that Sai Rui Company has no intention of changing the registration of its legal representative on its own. Since Wang Huiting is not a shareholder of Cyrus, he is unable to make a resolution on the change of the legal representative through consultation on the change of the legal representative through the convening of shareholders' meetings and other company autonomy channels. If the people's court does not accept Wang Huiting's lawsuit, the legal risks that Wang Huiting has thus borne will continue to exist without any remedy. Therefore, this court held that Wang Huiting had an interest in litigation against Sai Rui Company's litigation request for the change of registration of the legal representative, and the dispute was a civil dispute between equal subjects and fell within the scope of the people's court's acceptance of civil litigation. The court of first and second instance ruled that Wang Huiting's litigation claim was not accepted, and the application of law was wrong, and this court corrected it. It should be clear that whether Wang Huiting's claim has a factual and legal basis and whether it should be supported should be judged through substantive trial.

Second, on the issue raised by Wang Huiting on whether any legal act of Cyrel Company should be admissible. According to Item 3 of Article 119 of the Civil Procedure Law of the People's Republic of China, a lawsuit must meet the conditions of "having a specific litigation claim, facts, and reasons". Wang Huiting's "any legal act of Cyrel" in this litigation request is unclear and does not comply with the above-mentioned legal provisions. Regarding Wang Huiting's litigation claim, the courts of first and second instance ruled that it was not improper.

Third, on the question of whether Wang Huiting's indictment constitutes a duplicate prosecution. Paragraph 1 of Article 247 of the Interpretation of the Supreme People's Court on the Application of the Civil Procedure Law of the People's Republic of China stipulates: "Where a party has filed a lawsuit again during the course of litigation or after the judgment takes effect, and the following conditions are met, it constitutes a duplicate lawsuit: (1) the subsequent litigation is the same as the party to the previous litigation; (2) the subject matter of the subsequent litigation is the same as the previous litigation; (3) the litigation claims of the subsequent litigation are the same as the previous litigation, or the litigation claims of the subsequent litigation essentially negate the judgment result of the previous litigation." "After investigation, the defendant in the (2016) New 28 Min Chu No. 84 case was Cao Yonggang, and Wang Huiting requested Cao Yonggang to go through the registration procedures for canceling the legal representative of Wang Huiting Sairui Company on the grounds that his right to name, reputation and credit rights were infringed, and the case was different from the parties, litigation claims and factual grounds in this case. Therefore, this case does not constitute a duplicate prosecution.