A business license is a certificate issued by the market supervision and administration authority to an industrial and commercial enterprise or an individual business operator, allowing it to engage in a certain production and business activity; The corporate seal is the official seal or special seal engraved by the enterprise to indicate the identity of the subject by characters and drawings, and it is the symbol and mark of the enterprise engaged in civil and administrative activities. The two are closely related to the production and operation activities of the enterprise, their roles complement each other, and are important identity and right proof of the enterprise. Therefore, it is important to understand the risks in their management and use.

one. Business license administration

The business license is divided into original and duplicate, which have the same legal effect. The original must be hung in a prominent place in the main office or business premises, otherwise it may be punished by the market supervision department for not hanging. The registration authority may issue several copies of the license according to the application of the enterprise and the need to carry out business activities. The copy is generally used for enterprises to go out for business, such as: bank, account opening license, enterprise organization code certificate, tax registration certificate, contract signing. If a copy of the business license is used for formal procedures (such as guarantees, lawsuits, etc.), it is generally necessary to affix the official seal.

Risk of loss or damage:

The business license is a sign of the legitimate operation of the enterprise, if the business license is lost or damaged, it may lead to the loss of business opportunities and delay the business progress when the business license is needed. If the business license is lost and used by criminals for illegal reasons such as loan fraud, it will bring unnecessary trouble to the enterprise. If a business license is lost or damaged, it must be reissued in a timely manner in order to cope with the inspection of the market supervision department. According to the Notice of the General Administration of Market Regulation on the linkage work of the four administrative permits such as the cancellation of the approval and registration of enterprise Groups, for the loss or damage of the business license, the applicant applies for replacement, the enterprise registration authority will no longer designate the newspaper statement as invalid, and the enterprise will publicize the matter independently and assume its responsibility. Publicize the "Business License Cancellation Statement" on the national enterprise credit information publicity system free of charge. When the enterprise registration authority handles the business license reissuance procedures, it will check whether the enterprise has publicized the "business license cancellation statement" through the national enterprise credit information publicity system, and the enterprise should also be aware of it.

Affiliated business risks:

Affiliated operation refers to the operation of individuals or enterprises using the name of other units to carry out external business activities, but the internal independent accounting behavior, generally manifested as the affiliated party and the affiliated party sign an agreement, the affiliated party uses the business license provided by the affiliated party, and pays "management fees" to the affiliated party. Under the current legal environment, the mode of affiliated operation is restricted and prohibited in many ways. For example, the Ministry of Transport, the Ministry of Industry and Information Technology and other six departments jointly issued the "Measures for the Safety Management of Road Transport of Dangerous Goods", which expressly prohibits the affiliated operation of dangerous goods transport vehicles; For example, the "Construction Law of the People's Republic of China", the "Regulations on the Quality management of construction projects", the "Bidding and Bidding Law of the People's Republic of China" and other documents provide clear penalties for "qualification affiliations" in the construction industry. In practice, if the affiliated party violates the administrative law and engages in unauthorized acts that require prior permission without permission, or violates the provisions that it is forbidden to transfer, lease, or lend without permission after obtaining permission, the affiliated party and the affiliated party shall bear joint and several liability for compensation. In addition to civil liability, it should also bear administrative responsibility, and when the illegal situation reaches a certain extent, thus violating the criminal law, it should even bear criminal responsibility and be subject to criminal sanctions.

Extraordinary business risks:

Under normal circumstances, as long as the mandatory and restrictive provisions of the law are not violated, the contract signed by the company beyond the scope of business can be regarded as a valid contract. It should be reminded here that if the content of "beyond the scope of business" involved in the conclusion of the contract violates the national restrictions on business, franchise, and the provisions of laws and administrative regulations prohibiting business, it will be identified as invalid. If an enterprise as a legal person engages in business activities beyond the approved and registered business scope, the competent registration authority may, according to the circumstances, give a warning, a fine, confiscation of illegal income, suspension of business for rectification, withholding or revocation of the business license of the enterprise as a legal person. In particular, it is reminded that if you go beyond the scope of business and engage in the matters that the State stipulates that special administrative licenses can be operated (such as some financial matters, special goods trading or production matters, etc.), you may be punished for the crime of "illegal business".

Risk of omission:

Before 2014, the enterprise business license needs to be inspected once a year, ignoring the annual inspection may lead to the enterprise business license is listed as "revoked and not cancelled" state, the State Administration for Industry and Commerce issued a notice on February 19, 2014, since March 1 officially stopped the enterprise annual inspection system. According to the "registered capital registration system reform plan", the enterprise annual report publicity system officially replaced the enterprise annual inspection system. That is to say, after March 1, 2014, the annual inspection system of the business license is cancelled, and the annual report system is changed, and the enterprise needs to submit the annual report of the previous year through the enterprise credit information publicity system from January 1 to June 30 each year. If the enterprise does not report the annual report on time, it will be automatically listed in the abnormal directory by the industrial and commercial system. If the neglect of this aspect leads to the enterprise being listed in the abnormal list or the business license is identified as "revoked and not cancelled", if the enterprise form is a company, it may also lose this layer of protection of the company's limited liability, resulting in the company's shareholders to bear joint and several liability for the company's debts.

two. Enterprise seal management

The corporate seal is an important certificate and tool for the company to exercise its authority in the operation and management activities. The management of the seal is related to the normal operation and management activities of the company, and even affects the survival and development of the company. For an enterprise, common seals generally include official seals, financial seals, contract seals, legal representative seals, etc. In addition, with the large-scale application of e-government and e-contracts, electronic signature seals are also appearing more and more in the daily business process. Among them, the official seal has the highest effect in all seals, and is the most convincing seal for enterprises.

Multiple seal risks:

Generally speaking, there is only one set of corporate seals, and they have been filed in the public security organs. However, in practice, due to the relatively large scale of many enterprises, multiple sets of seals are prepared at the same time for various reasons. If the enterprise confirms that it has used more than one seal, it is difficult for the transaction counterpart to effectively identify whether the seal used in this exchange is the one that the enterprise has used or is using or has filed with the public security organ during the transaction process. At this time, the enterprise may not deny that the seal used by the exchange is binding on it. For enterprises, the management of multiple seals is much more difficult than that of a single seal, and once there is careless management or the use of other seals other than those registered by public security organs, the legal risk is great.

White paper printing risk:

In practice, due to the confusion of seal management in enterprises, stamping seals on blank paper in advance often occurs. Once the paper with a blank seal is used maliciously by others, a lot of legal disputes will arise. In the absence of a clear authorization of the use and scope of the printed blank paper, the act of handing over the printed blank paper to others for use is legally a fully authorized act, which can be regarded as the enterprise "agrees" to others to fill in other elements and contents on the blank paper to a certain extent, and the enterprise will also bear the corresponding legal consequences.

Theft loss risk:

If the seal is stolen or lost due to improper management of the enterprise, and then used malevolently by others and stamped on the contract to cause losses to others, if the enterprise has obvious fault, and the fault behavior has a causal relationship with the economic loss of the victim, it shall bear the compensation liability according to law. For the enterprise, once the seal is lost, it should immediately assign staff to report to the public security organ under the jurisdiction of the location of the loss, at the same time, publish the publicity in the relevant newspaper in a timely manner and notify the known partners of the enterprise, and finally cut a new seal in accordance with legal procedures and record it in the public security organ, in order to reduce the subsequent "fault" responsibility that may be identified.

Collateral borrowing risk:

In practice, there are many cases of enterprise affiliation, especially in the field of construction engineering. Once other entities are allowed to use enterprise qualifications, it will involve the loan and use of seals, which will bring the risk of legal liability. If an enterprise voluntarily lends its seal to others for use or seals it for others, it shall be regarded as authorizing others to use its own seal, and the rights and obligations arising from the seal shall be borne by the Enterprise.

Risk of private counterfeiting:

In general, if the official seal of the enterprise is carved, forged and stamped on the relevant documents by outsiders, the private carving and forger will be punished according to the Law of the People's Republic of China on Public Security Administration and Punishment, and the serious criminal punishment will be punished according to the crime of "forging the corporate seal" or "fraud" in the Criminal Law, and the enterprise does not need to bear responsibility for this. However, a special reminder is that: if the subject of engraving and forgery is the internal personnel of the enterprise (such as management, shareholders, affiliated units, etc.), the enterprise may need to bear civil liability, from this point of view, the enterprise must not ignore this aspect of supervision.

In order to prevent legal disputes caused by theft or other improper use of licenses and seals, enterprises should establish a complete set of licenses and seals management system to ensure that the use of licenses and seals is standardized and refined. During the establishment of the specific system, attention should be paid to the strict control of the custody, use, registration, review, approval and cancellation of licenses and seals.