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【案情介绍】李某为物资有限公司总经理,在另一个公司向银行申请贷款100万元时作了担保,在担保书上签了字,盖了公章。但借款人未按时归还该借款,银行诉诸法院,要求物资有限公司承担连带保证责任。后董事会得知,提出该担保行为无效,理由是章程规定对外担保由董事会决定,总经理无权对外担保。问:总经理究竟可不可以以公司资产为他人担保?【本案焦点】总经理的担保行为是否超权?【法理分析】在现实经济生活中,总经理代表公司进行担保等行为是司空见惯的。究竟总经理有无办理担保等事项的权利?我们先看看公司法赋予总经理的职权。这里应注意,在现实生活中公司都设总经理、副总经理等职,但在公司法中只能称“经理”、“副经理”。根据公司法规定,有限责任公司设经理,由董事会聘任或者解聘,经理的职权是主持公司的生产经营管理工作,组织实施公司年度经营计划和投资方案,拟定公司内部管理机构设置方案等等。经理是主持公司日常管理工作的高级管理人员,从理论上来讲,经理对董事会负责,但在实践中经理的权限往往都很大,有膨胀的趋向。所以以公司名义替他人担
[Case introduction] Lee general manager of Materials Co., Ltd., another company to the bank for a loan of 1 million yuan made a guarantee, signed a letter of guarantee, the official seal. However, the borrower did not return the loan on time, the bank resorted to the court, requiring material limited liability company to undertake joint and several liability. The Board of Directors was informed that the proposed guarantee was invalid on the ground that the Articles of Association provided that the external guarantees should be decided by the board of directors and the general manager should not have the right to provide external guarantees. Q: The general manager of the company whether the assets can be secured for others? 【Focus of the case, the general manager of the guarantee is super-power? 【Legal Analysis】 In the real economy, the general manager of the company to guarantee such acts are commonplace. After all, whether the general manager of security and other matters for the right to do? Let us look at the company law gives the general manager of the power. It should be noted here that in real life companies are the general manager, deputy general manager and other staff, but in corporate law can only be called “manager ”, “assistant manager ”. According to the provisions of the Company Law, a limited liability company shall have a manager who shall be appointed or dismissed by the board of directors. The manager’s authority shall be to preside over the production, operation and management of the company, organize and implement the annual business plan and investment plan of the company, formulate the plan for the establishment of the company’s internal management agency, and so on. The manager is the senior manager who presides over the daily management of the company. In theory, the manager is responsible to the board of directors. However, in practice, manager’s authority is often large and inflated. So the name of the company for others