地方法院参考案例:挂名法定代表人人名章

Local Reference Case: Nominal Legal Representative Name Seal in Loan-Extension Contracts

A person's status as legal representative, combined with the appearance of that person's personal name seal on a loan-extension agreement, is insufficient by itself to prove voluntary assumption of the company's debt. Where a financial institution seeks to add a natural person as a co-borrower, it must independently verify identity and consent through face-to-face signing or an equivalent process. Without proof that the seal was used with real authorization or true assent, the nominal legal representative cannot be made jointly liable for the corporate debt.

Holding

A person's status as legal representative, combined with the appearance of that person's personal name seal on a loan-extension agreement, is insufficient by itself to prove voluntary assumption of the company's debt. Where a financial institution seeks to add a natural person as a co-borrower, it must independently verify identity and consent through face-to-face signing or an equivalent process. Without proof that the seal was used with real authorization or true assent, the nominal legal representative cannot be made jointly liable for the corporate debt.

Issues

nominal legal representativepersonal name seal and debt assumptionverification duty of financial institutions