我们公司的啊,大股东，嗯,董事长、总经理、法定代表人谁的权力更大,是不是没搞清楚啊,对不对,但第二个问题就是,如果你是公司的老板或者是股东,你最好选择哪一个职位来当,这是很多人搞不清楚的,对不对,今天我们大家梳理一下这个问题呢,可能就是有些地方不那么严谨,但是大概意思是这个意思哈,大家听明白就行,你看哈，

　　Our company's major shareholder, the chairman, general manager, and legal representative, who has greater power, is it unclear, right? But the second question is, if you are the boss or shareholder of the company, which position is better for you to choose? This is something that many people are not sure about, right? Today, let's sort out this question. It may be that some parts are not so rigorous, but the general meaning is that you can understand it, you see,

　　第一个问题,谁的权力更大,第一个层面，你看啊,我们就先来看看大股东,然后董事长、总经理、法定代表人,他们都分别有什么样的权利,你看啊，股东、股东有什么权利,三个权利：

　　The first question is, who has greater power? At the first level, let's take a look at the major shareholders, then the chairman, general manager, and legal representative. What are their respective rights? Look, what are the rights of shareholders? Three rights:

　　第一个权利我们叫分红权，

　　The first right is called dividend right,

　　第二个权利,就是我们叫参与重大决策的这个权利,第三叫选择管理者的权利,这公司法规定的嘛,但是大股东，股东哈,大家其实永远没搞明白,其实股东啊,是没有经营管理权,人事任免权和这个财务审批权的,是没有的,但是很多说我大股东我怎么有了,那那不是大股东本人的权利,他是可能兼了其他的这个董事或者是总经理,才拥有这个权利,所以说专纯的股东来讲,他就只有刚才我讲的这三个权利,分红的权利对吧,然后参与重大决策的权利和选择管理上的权利,就这三个权利,董事长有什么权利,其实董事长这岗位听起来高大上啊,其他就两个权利,第一,主持股东会,第二个权利,召集和主持董事会,他就这两个权利,然后因为你说他是董事长还这么大耶,董事会不是很多决策吗,董事会是个集体决策机制,董事长他只能是董事会里面的一名成员,但是有很多人就问了,这董事长他能不能他的这个权重,投票的权重重一点啊,一票当两票啊,我说你说什么呢,这是违反公司法的呀

　　The second right is what we call the right to participate in major decisions, and the third right is the right to choose managers, which is stipulated by the company law. However, major shareholders, shareholders, have never understood. In fact, shareholders do not have the power of management, personnel appointment and removal, and financial approval. However, many people say that I, as a major shareholder, do not have this right. That is not the right of the major shareholder himself. He may have taken on the role of another director or general manager to have this right. Therefore, as a pure shareholder, he only has the three rights I just mentioned, the right to distribute dividends, the right to participate in major decisions, and the right to choose management. Just these three rights, what rights does the chairman have? Actually, the position of chairman sounds high-end. The other two rights are: first, to hold the main shareholder meeting, and second, to, Convene and preside over the board of directors, he only has these two rights. And because you say he is the chairman, he is still so big. Isn't the board of directors a decision-making mechanism? The board of directors is a collective decision-making mechanism, and the chairman can only be one member of the board. However, many people have asked if the chairman can have more weight and voting power, with one vote being equivalent to two votes. What are you saying? This violates the company law

　　董事长他和普通的董事,然后在投票这件事情上就是一样的权利,他没有两票的这个权利,它的比重并不要大一点,这个官例大家一定要建立,他就一票,他是以人头决,第二个，董事长有没有一票否决权,很多公司规定的董事长有一票否决权,你知道吗,其实没，我有这个一票否决权的,其实，所以说董事长他就只有刚刚说的两个权利,其他其他权利他跟董事是一样的,总经理呢，这事了,因为总经理以前的职权是法定的,老公司法的情况,现在呢，就是是我们是说张定了他的职权嘛,但是总经理是真真正正意义上的经营管理的,这样一个具体的岗位,总经理他真的具有什么呢,经营管理权,然后呢，他还有人事任免权,招不招这个员工对不对,要不要免除这个员工呢,就是把他开除啦,对不对,还有财务的审批权利,他是有的,他是真真正正的经营管理过程中,均具体负责任的人,这是总经理,咱们来看法定代表人了,法定代表有什么权利？

　　The chairman has the same right as an ordinary director in voting matters. He does not have the right to two votes, and its weight should not be too large. This official regulation must be established, and he only has one vote. He is judged by a head. Secondly, does the chairman have one veto power? Many companies stipulate that the chairman has one veto power, but you know, I don't. In fact, I have this veto power. So, the chairman only has the two rights mentioned earlier, and the other rights are the same as those of the directors. As for the general manager, this matter is because the general manager's previous powers were statutory, and the husband's judicial situation. Now, we are referring to Zhang who has determined his authority. In terms of authority, but the general manager is truly responsible for business management. What does the general manager really possess in such a specific position, He has the power of operation and management, as well as the power of personnel appointment and dismissal. Should we dismiss this employee? He also has the power of financial approval. He is a responsible person in the real process of operation and management. This is the general manager. Let's take a look at the legal representative. What rights does the legal representative have?

　　这个可重要了啊,法定代表人,你看哈，他首先第一个,他是公司的代表嘞,他的所做出的行为就直接代表公司了,你说他权力大不大,他对外代表公司了,你说他权力大不大,而且法定代表人，大家注意了,我在之前的视频里面不是说过吗,法定里有个专属的权利,我随便给你举几个,那专属的权利,其他人干不了，就他能干,我们去起诉或者是申请仲裁,只有法定代表人签字,才代表公司的意思了,工商的变更登记啊,申请你什么支持啦,只有法定代表签字的有用,其他人签字没用。

　　This is very important, the legal representative. Look, he is the first one. He is the representative of the company, and his actions directly represent the company. You say that his power is not great, he represents the company externally, and you say that his power is not great. Also, the legal representative, everyone, pay attention. I mentioned in the previous video that there is an exclusive right in the law, and I can give you a few. If others cannot do it, he can do it. We can sue or apply for arbitration. Only the signature of the legal representative can represent the meaning of the company. For business registration changes, what kind of support can you apply for? Only the signature of the legal representative is useful. It's useless for others to sign.

　　第三个，特殊的、重要的那些证明的这些文件啊、证书啊,什么证券来签字,拿出资证明书的这个签字嘛,这些需要法定代表人签字的,这是他的专属职权,其他人签字是没用的。哦，兄弟,你说权力大不大,你看啊,这就是他本身的权利,这是第一个层面,每个到底有什么权利,我讲清楚了哈,第二个层面,我们从关系的角度来讲,我们从关系的角度来讲,你看哈，法定代表人物看是不是权力很大,为什么他能代表公司,对内它可以代表公司啊,对对外它也可以代表公司,它就是公司的一部分,他是公司的代表,脑壳这个头他就可以代表公司,但是呢，法定代表人他不是一个独立的、单独的一个职位,他必须依附在董事、执行董事或者是总经理的这个岗位之上,也就是说，你是法定代表人,你前提要么你是董事、执行董事,要么你是总经理,你必须是这两个岗位,就没有单独的法律内容,既不是董事,也不是总经理的。

　　The third one is the special and important documents, certificates, and securities that need to be signed, such as the signature of the capital contribution certificate, which requires the signature of the legal representative. This is his exclusive authority, and signatures from others are useless. Oh, brother, do you think he has a lot of power? Look, this is his own right. This is the first level, and I have explained clearly what rights each person has. On the second level, from the perspective of relationships, we can see if the legal representative has a lot of power. Why can he represent the company? Internally, it can represent the company, and externally, it can also represent the company. It is a part of the company. He is the representative of the company, and his head can represent the company. However, the legal representative is not an independent and separate position. He must be attached to the position of director, executive director or general manager. On this position, that is to say, as the legal representative, you must either be a director, executive director, or general manager. You must hold both positions, There is no separate legal content, neither for directors nor general managers.

　　你看这个董事长,执行董事或者总经理不是担法代表人吗,但是你要知道这个大股东啊,从关系上来讲,大股东他是可以去决定谁当董事的,董事席位多少啊,这是股东会决定的事情,股东大股东,他在股东会里面占有过半数的这个权利,他就会决定大股东能够决定谁当董事,董事会的成员，对吧,那么董事会的成员他选董事长呢,对不对,所以说这就是这个关系,你看大股东啊,他是能够控制董事会,控制董事会,总经理是谁选的,董事会选的,那他同事会、董事控制相当于一影响不大。

　　You see, isn't the chairman, executive director, or general manager the legal representative? But you need to know that the major shareholder, in terms of relationships, can decide who to be a director and how many seats to hold. This is a matter decided by the shareholders' meeting. The major shareholder, who holds more than half of the rights in the shareholders' meeting, will decide who to be a director and the members of the board of directors. Right? So, the members of the board of directors choose the chairman, right? So this is the relationship. Look at the major shareholder, he can control the board of directors, control the board of directors, and the general manager is chosen by the board of directors. If the board of directors chooses him, his colleagues and directors will control him quite well. The impact is not significant.

　　总经理的人选,你说选率大不大,这里面大家一定要分清楚,就说我们其实一个公司,它是一个组织吧,我们公司的机构就非常重要,这里面机构你看就包括什么股东会、董事会、监事会,公司的重大的决策,在股东会,比如说合并、分离呀,什么分不分红呀,对不对,修改公司章程啊,七个重大事件全在股东会,而且要2/3决,那么公司的经营管理权这一块其实是董事会,他是一个具体集体决策机制,比如说关于投资,那是董事会的职权呐,那总经理他其实是个辅助执行机构,他是具体管具体的经营的,公司的绝大部分决策,是通过会议的方式来决策的,股东会、董事会这样的会议的决策的方式来决策,然后去执行的,这里面有一个很重要的观点,一定很重要,就是股东会、董事会曝光,他们之间的这个职权是法定的,不是说我这个股东会,我觉得我权力很大,我把董事会的很多东西拿到我这来表决,拿到我的决策是不行的,董事会说那股东会老是不开,我们天天开会呢,然后我把股东会的决策拿到董事会都不行的,这是决策,这是职权法定的问题,如果你超出了你的这个法定职权,去做出这个决议,这个决议有可能是无效的,这就是我讲清楚水利权利,大家听懂了吗？

　　Regarding the selection of the general manager, it is important to clarify whether the selection rate is high or not. In fact, as a company, it is an organization, and the structure of our company is very important. The structure includes the shareholders' meeting, board of directors, and supervisory board. Major decisions of the company are made in the shareholders' meeting, such as mergers and separations, dividend distribution, and amending the company's articles of association. All seven major events are decided by the shareholders' meeting, which requires a two-thirds decision. Therefore, the management and operation rights of the company are actually the board of directors, which is a specific collective decision-making mechanism. For example, regarding investment, it is the power of the board of directors. The general manager is actually a member of the board of directors. The auxiliary executive agency is responsible for specific operations, and the majority of company decisions are made through meetings, such as the shareholders' meeting The decision-making process of a board of directors meeting is to make decisions and then execute them. There is an important point to consider, which is the exposure of the shareholders' meeting and the board of directors. Their powers are statutory. It's not that I, as a shareholder, have a lot of power. I take a lot of things from the board of directors to vote on, but my decisions are not valid. The board of directors says that the shareholders' meeting is always closed, and we have meetings every day. It's a matter of decision-making and statutory powers. If you exceed your statutory powers and make this resolution, it may be invalid. That's why I... Do you understand clearly about water rights?

　　谁权利大呀,其实这个东西你看啊,从三个层面来,我可以这样讲的,你自信心理会吧,每个公司谁的权利大,其实都不一定，对吧,但是法定代表人真的很重要,第二个大的问题就是,我是公司的股东,我是公司的老板,我到底当什么东西,有四点建议吧,但是只是建议啊,每个公司具体情况不一样,可以根据自己的情况去做调整,第一，我建议一般情况下,就是公司的老板和股东,最好能够当法定代表人,虽然他可能也有很大的风险啊,但是我觉得从控制公司的角度来讲,法定代表人真的很重要,因为他对内对外都可以代表公司,而且他是对外的,主要的两种意思表示的其中的一种,法定代表人或公章,这个东西真的很重要,一般情况下,如果公章又没有特别规定的情况下,公司的公章也是法定代表人在管理,所以说这个东西你说重不重要不,即使你不能当法定代表人,而且法定代表人一定要能自己控制,如果一个股东控制不了法定代表人,其实对这个控制权,公司的控制权,你说有多大的控制权,说实话你连起诉权利都没有,我说的都是真实话,不是法律的那个损理的那东西。好吧,这是第二点,第三点,不要让小股东大法理财了对吧,我也不是带一个带一种情况,尤其是不参与公司经营的小股东,你老板,然后你要去贷个款,他不同意,你要去干什么,他都不同意怎么办,所以说一般情况下,因为这就是人为的,导致了股东纠纷之间的发生,人为的导致股东之间去扯皮,有什么必要呢,对吧,小股东他本来就是跟着大哥赚点钱的,然后你再让他打工,法定代表人,他一下子他就觉得翅膀硬了,你很难办,股东能够控制董事会,尽量控制董事会很重要,因为董事会是多人组成的一个集体决策机构,五个人你能控制三个人，对吧,七个人你能控制四个人,这个很重要。

　　Who has the most power? Actually, from three perspectives, I can say that you have confidence. It doesn't necessarily mean who has the most power in each company, right? However, the legal representative is really important. The second big issue is that I am a shareholder and the boss of the company. What should I be? There are four suggestions, but they are just suggestions. Each company's specific situation is different, and adjustments can be made according to their own situation. Firstly, I suggest that in general, the boss and shareholder of the company should be the legal representative. Although they may also have great risks, I think from the perspective of controlling the company, they should be able to act as legal representatives. The legal representative is really important because he can represent the company both internally and externally, and he is one of the two main expressions of meaning, The legal representative or official seal is really important. In general, if there are no special regulations on the official seal, the company's official seal is also managed by the legal representative. So, whether this thing is important or not, even if you cannot be the legal representative, and the legal representative must be able to control it themselves, if a shareholder cannot control the legal representative, in fact, you do not even have the right to sue. What I am saying is true, not the legal damage. Okay, this is the second and third point. Don't let small shareholders manage their finances in a big way, right? I'm not bringing one situation after another, especially for small shareholders who don't participate in the company's operation, such as your boss. If you want to borrow money and he doesn't agree, what should you do if he doesn't agree? So in general, because this is human made, it leads to disputes between shareholders. What's the need for human made disputes between shareholders? Right? Small shareholders are already earning some money with their big brother, and then you let them work as legal representatives. He suddenly feels that his wings are hard, and it's difficult for you to handle. It is important for shareholders to control the board of directors as much as possible, because the board of directors is a collective decision-making body composed of multiple people. Five people can control three people, right? Seven people can control four people, which is very important.

　　控制董事会的董事会,现在整个的新公司法的整个整个倾向啊,包括我们实践过程中,公司往大点走的情况下,董事会是整个公司的决策机构和执行机构,都是他,所以说这里面来讲,董事会中心这一块也逐渐会体现出来,因为最终的公司的决策,很多是从公司会这来的,因为股东会审议的很多东西,都是一视同公司会,这是做的方案,然后往上面报,所以董事会是很重要,能够控制董事会,尽量控制董会,因控制董事会,其实下面的精力,你是回收会把他换掉的,我就跟老板再试点建议,实际过程中肯定每个公司都有区别嘛,但是我觉得我说的你能听明白,我觉得挺好的。

　　The board of directors, which controls the board of directors, is the entire trend of the new company law, including in our practice where the company is moving towards a larger scale. The board of directors is the decision-making and executing body of the entire company, and it is him. Therefore, in this regard, the center of the board of directors will gradually be reflected because many of the final company decisions come from the company's board of directors. Because many things reviewed by the shareholders' meeting are treated as the company's board of directors, this is a plan made and reported to the higher authorities. Therefore, the board of directors is very important to be able to control the board of directors and try to control it as much as possible. Because of controlling the board of directors, you will actually replace the energy at the bottom by recycling. I suggested to the boss to pilot it again. In the actual process, there must be differences in each company, but I think you can understand what I said, and I think it's good.

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