Power disputes must be staged official seal war? Actually duck doesn't have to

Since Li Guoqing, the former CEO and founder of Dangdang.com, made his debut with frequent searches, "snatching the official seal" seems to have become a traditional art skill and a standard plot in current commercial disputes, and even a dramatic scene of "snatching the official seal" three times in one month.

In the past, there were well-known Internet companies such as Small Umbrella Insurance and Dangdang.com, and later there were mining giants Bitmain and Canaan. Among them, Bitmain and Little Umbrella also gave full play to their subjective initiative, performing extra programs such as tearing up the circle of friends, shaking hands at the speed of light, and snatching business licenses.

It seems that we are used to "Love & Peace" in the blockchain circle, and the rare "out of the circle" has to rely on learning "advanced experience" in order to attract the attention of the judges.

But what Bazai wonders is that everyone is a blockchain practitioner. Shouldn’t there be a direction for how to solve the problem of official seal?

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Official seal certificate, who did you provoke?

People are in chapter! Can the official seal be Gaha?

Although the culture of using chapters is not unique to the Confucian cultural circle in East Asia, the etiquette of using chapters in my country has a long history and is by no means comparable to foreign countries.

The origin of the seal can be traced back to the Zhou Dynasty and the Qin Dynasty. With the prosperity of imperial politics, the seal has always been a symbol of power: if you get it, you are "destined by heaven"; if you lose it, it means "the country changes hands".

In modern times, with the change of business interests and power, competition for official seals within the company is not uncommon.

Counting the past events of Chinese companies "grabbing chapters", from the early Greentown China, NVC Lighting, Pioneer New Materials, ST Weihai, Juli Culture, Tanaka Seiki, Xinhong Culture Great Wall, to the recent Bitmain, Small Umbrella Insurance , as well as the VC fund Yuanxing Capital, have all been caught in the vortex of power competition around "grabbing chapters".

To understand why the official seal is so "popular", we must first know, for modern enterprises, what can the official seal do?

In fact, many small partners have such life experience: various official seals within the company represent a certain kind of permission to exercise power, and usually have standardized (cumbersome) approval and management, and are often accompanied by the signature of the head of the relevant department.

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So, how much "gold content" does the official seal have?

my country's "Company Law" says this: a company is an enterprise legal person, has independent legal person property, and enjoys legal person property rights.

Article 32 of the "Contract Law" stipulates: If the parties conclude a contract in the form of a contract, the contract is established when both parties sign or affix their seals.

In short, the company seal is an important symbol of the company's external expression, internal management and operation, and maintenance of independent personality. It is generally believed that if a contract is affixed with the official seal, it means that the company is bound by the rights and obligations of the contract and the breach of contract, unless there is evidence to prove that the official seal is forged, privately engraved or secretly stamped, which may be understood as not The company's true intention expressed that the contract is invalid according to law.

Hey, the company's official seal is really important, comparable to the "Yuxi", it can "determine the country with one chapter", if you grab the official seal, you will have great power, and if you lose the official seal, you will lose everything, just like being robbed on the battlefield. The military flag was lost, and the loss was heavy!

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In fact, the judicial practice of my country's civil law relies heavily on the judicial interpretations and authoritative precedents of the Supreme Court. Regarding the regulations related to the company's official seal in the "Company Law", the Supreme Court of my country said this:

"The legal significance of affixing the company's official seal on the contract is that the person who affixes the seal is doing a professional act, that is, he is representing or acting on behalf of the company to express his will. But the seal can be true or false, and people also have rights. It is not possible to determine that the company indicated by the official seal is the party to the contract simply based on the fact that the official seal is affixed. The key depends on whether the person who affixes the seal has the right of representation or agency. , even if it does not stamp the contract or even stamps a fake stamp, as long as its signature on the contract is true, or can prove that the fake stamp is stamped by itself or agreed to be stamped by others, it should still be regarded as a company The company shall bear the legal consequences. On the contrary, if the person who affixes the seal has no right of representation or exceeds the power of agency, even if the official seal is affixed, the contract may still be invalid because of no right to represent or no power to act .”

To sum it up: under normal circumstances, the official seal represents the will of the company's legal person, as long as the legal person is "genuine and has a clear intention", even the authenticity of the seal is not important. However, if the person representing the company's will is not the legal representative or actual controller recognized by the company, Zhang Zaizhen can also consider it invalid based on the company's claims and evidence.

In other words, in general, our country follows the principle of "people are greater than rules, and people are not recognized as rules"! (knock on the blackboard)

Although the official seal has a strong effect, its effect comes from the will of the company's legal person. If the representative or actual controller of the company has Li Daitao stiff, the use of the official seal can be deemed invalid. Snatching away the business license and seal just means that he has obtained the opportunity in fact, but it does not mean that he has the legal status of representing the company. In the end, it is still necessary to judge from the corporate governance mechanism who has the ultimate right to represent the company, and this often depends on the balance of power at the shareholder meeting or the board of directors level.

In other words, even if the "Imperial Seal" is held in hand, the "imperial envoy" is not on the right page, and it is possible to "resist the edict and not obey it".

Friends who are worried about losing the official seal and being used by others, you can relax a little bit.

Eh?

Since it is not "only in chapters", why should Li Guoqing and his ilk spend so much time and effort to grab chapters in a thankless way?

Because the identification and proof of company recognition and legal person will are very cumbersome and difficult in practice!

In all fairness, if it wasn't for a company of Dangdang's size, or even if it wasn't such a big deal, even if it made an announcement, it would go nowhere, and the communication effect would not be achieved. Dao, who should I turn to for reasoning? !

Therefore, in response to this series of events, some lawyers said:

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In the final analysis, the reason why power disputes within the company often fall on the innocent official seal certificate is nothing more than the fact that compared with the actual fight for the support of legal representatives and shareholders, the official seal as "material evidence" is undoubtedly a "soft persimmon" and will of course be disputed. pinch.

Physically speaking, the right to use the official seal can only be realized by transferring the official seal entity. Once the holder of the official seal entity changes, the new holder will have the right to control and use the official seal, while the original holder will lose control of the official seal, and he cannot guarantee that the new holder will be revoked at any time. owner's right to use. When the company is running smoothly, the company's system can ensure that the holders of the official seal use and transfer according to regulations. And once an abnormality occurs in the company, this mode of using the official seal that transfers the right to use is the transfer of control, which will inevitably lead to things like Dangdang.com.

The competition for the official seal is exposing the confusion of the company's internal regulations and management. In terms of governance, the company’s equity management is not standardized enough, the governance mechanism is not perfect, the operation of the three meetings and one layer (the general meeting of shareholders, the board of directors, the board of supervisors and the management) is not solid enough, and the internal control is not strict enough. From the perspective of legal liability, the act of "snatching official seals" has not yet been included in the jurisdiction of the criminal law, which has given such acts an opportunity to take advantage of.

In fact, in the Internet age, the electronicization of signatures and certificates has long been the general trend.

In the second half of 2019, the General Office of the State Council issued the "National Deepening of "Decentralization, Regulation and Services" Reform and Optimizing the Business Environment Video and Telephone Conference Key Task Division Plan", which requires accelerating the promotion and use of electronic business licenses and electronic seals.

On April 10, 2020, Shanghai promulgated and implemented the "Regulations of Shanghai Municipality on Optimizing the Business Environment". Article 32 stipulates that the city establishes a unified electronic seal system...Enterprise electronic seals and enterprise electronic business licenses are issued free of charge simultaneously. Enterprises can independently engrave physical seals according to actual needs.

On the same day, the Hangzhou Municipal Housing and Housing Management Bureau launched the "cloud signing" service for housing transactions. Buyers and sellers can electronically sign and authenticate housing sales contracts through mobile phones anytime, anywhere without going to the signing site.

Combining national and local policies, the electronicization of seals, signatures, and contracts will be the general trend and a key link in optimizing the business environment.

However, at present, the digitalization of official seals still has the risk of counterfeiting "radish seals". Traditional electronic technology is difficult to achieve "one seal, one certificate". At the same time, due to the lack of a unified technical standard and certification platform, a single enterprise may have electronic official seals of more than one platform, which undoubtedly puts forward higher requirements for the preservation and management of official seals, which is incompatible with the original intention of simplifying the process and ensuring trust. Run in the opposite direction.

The reason is that the essence of the official seal is a certificate of trust based on the company's credit, which requires legal protection and the recognition of the will of the company's legal person. Losing the centralized authority and the "endorsement" of the official seal certificate, it will instead become a flaw and weakness in the management process because of its material attributes, and it can only be powerlessly reduced to a victim in the power struggle.

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Since the advent of the blockchain, on the one hand, it has been highly concerned and recognized by the market for its inherent advantages such as decentralization, distributed accounting, immutability, consensus mechanism, and smart contracts; It has become a hot topic for related enthusiasts and practitioners.

Traditional "consensus credentials" and "centralized assets" such as official seals are undoubtedly the best scenario for blockchain technology to give full play to its advantages. official seal" risk.

We can imagine that once the "tangible things" such as official seals and certificates as the will of the company's legal person are recorded on the blockchain, it will get rid of the weakness of being a "dead thing" that is easy to be manipulated by others and become a digital certificate. From then on, it cannot be changed or revoked without authorization, and its effectiveness and changes are jointly witnessed and recognized by all members on the chain based on the consensus mechanism. The management and operation of the company will be more strongly guaranteed.

On July 17, Hangzhou launched the first blockchain electronic official seal platform in China. Based on Ali Ant’s blockchain technology, it first realized the chain-linking of government-enterprise joint seals in Hangzhou, "realizing the complete correspondence between physical seals and electronic seals , There is only one and only one electronic seal for a single enterprise, and at the same time, the whole process of signing the seal is on the chain, which solves the problems of evidence storage in the process of seal. "

Xu Qingshan, Deputy Secretary-General of the Hangzhou Municipal Government and Director of the Municipal Data Bureau, introduced that after the platform is launched, new market entities will obtain electronic seals based on the blockchain after the registration is completed, and the simultaneous issuance of electronic licenses and electronic seals will be realized. Registered market entities can apply through portals such as Zhejiang Office, Zhejiang Government Service Network, Hangzhou Office Service, Alipay, and DingTalk.

Zou Liang, general manager of Ant Group’s Innovation and Technology Division, said that AntChain is committed to using technology to solve trust problems. After the blockchain electronic seal application platform technology has been tested in Hangzhou, it is expected to be promoted to the whole country in the future.

The binding of the electronic official seal and the physical official seal is only the first step. It solves the problem of fake official seals and facilitates the signing of online electronic contracts through electronic identity authentication. In the next step, through smart contracts, the refined management of the right to use the official seal can be realized.

The board of directors grants the right to use the official seal to the general manager or several senior company executives for joint management, and the board of directors reserves the ability to revoke the right to use the official seal at any time. The process of authorization and revocation by the board of directors can also be realized through smart contracts. Specific decision-making logic, such as the distribution of decision-making weights and the threshold of valid voting, can be customized when writing smart contracts. In this way, even if there is a conflict like Dangdang.com among the top management of the company, the resolution of the conflict will return to the framework of the board of directors. Externally, it can ensure that the legitimacy of the official seal representing the company will not be affected during the conflict, which can reduce the legal risks of the company's partners, and internally guarantee the interests of shareholders.

With the expansion of the volume of "official seals on the chain" and the growth of users, the blockchain seal platform will inevitably put forward higher requirements for the underlying technology and instantaneous computing power. The Conflux tree diagram algorithm is exactly the solution to the current blockchain storage The only way to deal with bottlenecks in computing scale.

I believe that in the not-too-distant future, when the application of blockchain technology becomes more common, the "on-chain" of such information will bring profound changes to the economic and even political life of the whole society. The whole society is bound to move toward stronger mutual trust, and the advancement of technology will truly benefit everyone.

Official seal: "Since there is a blockchain, Ma Ma no longer has to worry about my safety!~"