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公司代表人是唯一有权代表公司行使对外代表权的机关,公司哪一机关能够作为公司代表人,在公司立法上是一个重大的问题。我国《公司法》第十三条将经理规定为公司代表人的备选人范围之一,是公司立法上的一大突破。这一突破不仅打破了我国传统的董事长法定单一代表制,也是对传统公司法的董事会代表权制度的一个挑战,从而陷入了经理作为公司代表人享有的公司代表权与经理本身的经理权水火不容的困境。
The company representative is the only organ that has the right to exercise the right of representation on behalf of the company. Which organ of the company can act as the representative of the company is a major issue in the company’s legislation. Article 13 of the Company Law of the People’s Republic of China defines the manager as one of the candidates for the representative of the company and is a major breakthrough in the company’s legislation. This breakthrough not only broke the traditional single legal representative system of the chairman of the board in our country, but also challenged the traditional representation of the board of directors in the company law. Thus, the company broke into the manager’s power of representation of the company as the representative of the company, Unbearable predicament.