In criminal cases involving cryptocurrencies, the phrase "I only lent my name to the company" comes up very often. It usually appears the first time someone is called in for questioning, and the person saying it is mostly sincere: the name was borrowed by a friend, and they genuinely never asked where the company was, what it did, or how the money moved.
Today we are not going to discuss "whether lending one's name carries risk"—you already know that. Instead, let us talk about whether this phrase serves as a get-out-of-guilt card before the investigating authorities.
I. In unit crimes, the registered legal representative is the first to be targeted
Article 30 of the Criminal Law provides that where a company, enterprise, public institution, State organ or public organization commits an act endangering society, and the law provides that the unit shall bear criminal liability for such act, the unit shall bear criminal liability.
Article 31 provides that where a unit commits a crime, a fine shall be imposed on the unit, and the persons who are directly in charge and other persons who are directly responsible shall be sentenced to criminal punishment.
When a company gets into trouble, it is never only the company that is pursued; there is always a specific individual as well. And in the position of "person directly in charge," the first person to come to mind is the legal representative on the business registration.
In the crypto space, it is common for the entity to be offshore, the business to be offshore, and the personnel to be scattered. When the offshore end is out of reach, the domestic levers that can be located, verified, frozen, and subjected to compulsory measures are the business registration bearing this name, the corporate bank accounts, the company seal, and the invoices.
Therefore, in cases where the actual controller is directing matters remotely from offshore, those first targeted domestically are often the person on the registration and the few people actually doing the work.
II. Liability is determined by substantive role
According to the Summary of the National Courts' Symposium on the Trial of Financial Crime Cases (Fa [2001] No. 8):
"Persons directly in charge" are those who play a role of deciding, approving, instigating, conniving at, or directing in a crime committed by a unit; they are generally the persons in charge of the unit, including the legal representative.
This sentence should be read in two halves. The first half speaks to substance—what role you played. The three characters "generally are" in the second half indicate that the positional identity is only the usual situation, not an inevitable conclusion.
In other words, having your name on the registration is a reason to place you within the scope of suspicion, not a basis for holding you liable.
What this rule looks like when applied to a specific case can be seen in the Lantian Gerui case:
This company raised more than RMB 40 billion from the public under the guise of environmental protection projects, smart elderly care and Bitcoin mining. Its actual controller, Qian Zhimin, had already fled overseas before the case was opened, and those held accountable domestically were, first and foremost, the legal representative on the business registration and the head of the sales team.
Ren Jiangtao, the registered legal representative, testified in the case that he "was in fact only a nominee, and the specific work was still arranged by Qian Zhimin," but the court ultimately found that he had participated in illegally absorbing public deposits of more than RMB 40 billion and sentenced him to ten years' imprisonment.
"I was only a nominee" is not a simple statement; it is a set of facts that must be proven:
Ren Jiangtao's statement was not accepted, because beyond the registration there were other matters: whenever Lantian Gerui launched a new wealth management product, it held a product launch event, and according to the testimony of Qian Zhimin's assistant, Qian Zhimin and Ren generally attended and spoke together; Ren himself also testified that he was responsible for maintaining the mining sites and mining machines and for transferring the virtual assets mined to Qian Zhimin from time to time.
Neither of these matters can be explained by "merely being a nominee."
So how exactly is "what role one played in the case" to be proven? Some views hold that it can be examined from three angles: conduct, importance and status.
Conduct looks at what was done; importance looks at how close those acts were to the core business; status looks at one's position in the organization. The three corroborate one another.
Two boundaries should be noted: first, participating in decision-making is not the same as making the decision; only the initial proposer, active supporter and final decision-maker of the unlawful act bear direct responsibility; second, a supervisory failure in management is not the same as acquiescence, tolerance or subsequent ratification.
For "I was only a nominee" to hold up, it does not depend on this statement but on whether you can produce materials pointing in the opposite direction. If you do not raise them, no one will investigate on your behalf, so the materials that can prove "you were only a nominee" must be preserved starting before the events occurred:
For example: the three categories of things that investigating authorities first obtain after a case is opened:
1. Signature records.Whether your signature appears on contracts, resolutions, approval forms, or account-opening documents determines the points at which you left a trace; after an incident, these points will be retrieved one by one.
2. Fund flows.Inflows and outflows of personal accounts, salary payments, and dividend records directly correspond to "whether you benefited from it."
3. Participation records. Meeting minutes, chat records, work group arrangements, and emails determine whether your position was "effective" or "exploited."
III. Exit mechanisms for nominal appointments: resignation, removal of registration, and revocation of registration
I. Resignation: the fastest and most practical option.
Article 10 of the Company Law provides that where a director or manager serving as the legal representative resigns, the resignation is deemed to include simultaneous resignation as legal representative; where the legal representative resigns, the company shall determine a new legal representative within 30 days from the date of resignation.
Note: Resignation may be initiated unilaterally and does not require the company's consent, but evidence of service must be retained—a written notice plus proof of mailing—otherwise it will later be unclear when you resigned, leading to further dispute.
II. Where the company does not cooperate, file a lawsuit requesting removal of registration.
In December 2025, the Supreme People's Court amended the Provisions on Causes of Action for Civil Cases (effective January 1, 2026), adding the cause of action "disputes over removal of company registration (filing)," giving such cases their own name for the first time.
The practical path is: valid service of a written resignation notice, failure by the company to make a change within 30 days, exhaustion of internal remedies within the company, and filing a lawsuit requesting removal of registration; if the company still does not act after judgment, enforcement may be applied for and the registration authority may process the matter on the basis of the enforcement documents.
III. Where identity has been misappropriated, pursue revocation.
If you never consented and your identity card was misappropriated for registration, under Article 40 of the Regulation on the Administration of Registration of Market Entities, where registration was obtained by submitting false materials or concealing important facts through other fraudulent means, the affected natural person may apply to the registration authority for revocation; where the registration authority, after investigation, determines that a false situation exists, it shall revoke the registration; where the relevant entity refuses to cooperate, revocation may also be made after a 45-day public notice if no objection is raised within that period.
One final reminder:An exit cannot involve backdating; once it is discovered that resignation documents were signed retroactively or dates were written earlier, what was a procedural defect becomes forged materials.
