外资公司的老板注意：挂名监事最好注销！12.31日前必做这件

  Attention company bosses!

  Before December 31st: Has the position of "supervisor" become a risk point?

  

  中创侨智提醒企业主注意！！！公司登记的 “监事”，竟成了藏在身边的风险隐患。这并非个例，随着新规落地，不少企业主对 “监事” 的认知还停留在 “挂个名”，却没意识到这个岗位的真实定位、责任与风险，如今正带来双重压力。

  OTGEO reminds business owners to pay attention!!!The "supervisor" registered in the company has actually become a hidden risk around you. This is not an isolated case. With the implementation of new regulations, many business owners' understanding of "supervisor" is still just "having a nominal title", but they are unaware of the true positioning, responsibilities, and risks of this position, which is now bringing double pressure.

  

先搞懂：什么是公司监事？

  First, let's understand: What is a company supervisor?

  简单说，监事是公司法定的 “监督岗”，和负责经营的管理层（比如总经理）、出钱的股东不同，核心作用：监督公司运营是否合规 —— 相当于给公司管理层 “搭了个监督哨”，确保股东利益、公司财务和合规性不被损害。根据旧规，大部分公司（尤其是有限公司）都要求设置监事；但新规明确，企业可自主选择不设，这也是现在鼓励取消的重要依据。

  Simply put, a supervisor is a company's legally mandated "supervisory position." Unlike management (such as the general manager) or shareholders who contribute financially, their core role is to oversee compliance with company operations—essentially acting as a "checkpoint" for management, ensuring shareholder interests, company finances, and compliance are not compromised. Under previous regulations, most companies (especially limited liability companies) were required to have supervisors; however, the new regulations clarify that companies can choose not to have one, which is a key reason for the current push to eliminate the requirement.

再明确：监事的核心责任是什么？

  Let's clarify: What are the core responsibilities of supervisors?

  别以为 “挂名” 就没责任，从法律和实际运营来看，中创侨智总结出“监事的责任”主要集中在 3 个方面：

  Supervising financial compliance:

  Verifying the authenticity of the company's financial statements and the legality of fund use (for example, whether there has been misappropriation of funds or false expense reporting). Reporting any issues promptly and even requiring management to rectify them;

  Supervising senior management behavior:

  Watching for violations by directors, general managers, and other management (such as making major decisions without authorization or harming the company's interests). If any violations occur, supervisors are obligated to stop them and report them to shareholders;

  Ensuring operational compliance:

  Checking the company's compliance with labor and tax laws (for example, ensuring adequate social security contributions and accurate tax returns) to prevent penalties for violations.

  

关键风险：监事没履职或出问题，后果有多严重？

也正因为有这些责任，监事一旦 “缺位” 或涉及问题，不仅自身要担责，还可能拖公司下水：

  Precisely because of these responsibilities, if a supervisor is absent or implicated in a problem, not only will they be held accountable, but they could also drag the company down with them:

•   社保与罚款风险

•   法律牵连风险

    若监事自身有违法行为（比如参与虚假报税、挪用资金），公司会被认定为 “主体违规”，不仅要缴罚款，还可能影响企业信用（比如列入经营异常名单）；

•   失职赔偿风险

    若监事没尽到监督责任（比如没发现高管挪用资金），导致公司或股东损失，监事可能要承担连带赔偿责任；

•   信用污点风险

    若公司因监事问题被列入失信名单，监事本人的信用也可能受影响（比如限制高消费、影响后续任职其他公司）。
  
    
  
•   Social Security and Penalty Risks

  The new regulations stipulate that supervisors must pay social security contributions to the company. If they fail to do so, the company will be ordered to make up the payments and may face a fine of two to five times the amount (for example, a 5,000 yuan social security arrears could result in a fine of 20,000 to 25,000 yuan).

•   Legal Implications

  If a supervisor engages in illegal activities (such as engaging in false tax filings or misappropriation of funds), the company will be deemed to have committed a "principal violation" and, in addition to fines, could face damage to the company's credit (e.g., inclusion in a list of irregular operations).

•   Negligence Compensation Risks

  If a supervisor fails to fulfill their supervisory responsibilities (e.g., failing to detect misappropriation of funds by senior executives), resulting in losses to the company or shareholders, the supervisor may be held jointly and severally liable for compensation.

•   Credit Stigma Risks

  If a company is placed on a list of dishonest individuals due to misconduct by a supervisor, the supervisor's credit may also be affected (e.g., restrictions on high-end spending and potential disruptions to future employment at other companies).

好消息：监事能直接取消！

  Good news: Supervisors can be eliminated!

  以往公司章程要求必须设监事，现在新规松绑：企业可直接不设监事，且办理无需监事本人同意，只要法人点头，就能申请工商变更 —— 对中小企业而言，这无疑是减负的好机会。多数地区 3-5 个工作日就能完成。

  Previously, company charters required supervisors, but new regulations have relaxed this requirement: companies can now opt out of having supervisors, and the supervisors' consent isn't required. With just the legal representative's approval, they can apply for industrial and commercial registration changes. This is undoubtedly a great opportunity to reduce the burden on small and medium-sized enterprises. In most regions, the process takes 3-5 business days.

  别再抱着 “监事挂着没事” 的侥幸：不取消，公司要扛社保成本、法律风险；及时取消，既能合规，又能少一笔负担。

  Don't hold onto the "supervisor" mentality: If you don't eliminate supervisors, your company will have to shoulder social security costs and legal risks. Eliminating them promptly ensures compliance and reduces the burden.

  中创侨智提醒所有企业主：务必在 12 月 31 日前完成工商变更，避免风险和成本加倍！更多财税、工商新规，可关注中创侨智，第一时间避开政策坑。

  OTGEO reminds all business owners: Complete industrial and commercial registration changes before December 31st to avoid doubling risks and costs! For more on new fiscal, tax, and industrial and commercial regulations, follow OTGEO to avoid policy pitfalls.