Chapter III

Legal Persons

Section 1

General Stipulations

Article  57  A legal person shall be an organization that has the capacity for civil-law right and the capacity for civil conduct, and independently enjoys civil-law rights and assumes civil obligations according to law. 

Article  58  A legal person shall be established according to law.

A legal person shall have its own name, organization, domicile, and property or funds. The specific conditions and procedures for the establishment of a legal person shall be prescribed by relevant laws and administrative regulations.

Where it is stipulated in laws or administrative regulations that the establishment of a legal person shall be subject to the approval of the relevant authority, such a stipulation shall prevail.

Article  59  The capacity for civil-law right and capacity for civil conduct of a legal person shall begin when the legal person is established and shall end when the legal person terminates. 

Article  60  A legal person shall independently bear civil liability with all of its property.

Article  61  In accordance with the law or the articles of association, the person who is responsible for a legal person and acting on its behalf in civil activities shall be the legal representative of the legal person.

A legal person shall be liable for the legal consequences of the civil activities that its legal representative engages in its name.

Any restriction on the legal representative's power of representation of a legal person prescribed in the articles of association or by its governing body shall not be used against a bona fide third party.

Article  62  Where due to the performance of duty, the legal representative of a legal person causes damage to another person, the legal person shall assume civil liability therefor.

After assuming the aforesaid civil liability, the legal person may recover from its legal representative at fault in accordance with the provisions of law or the articles of association. 

Article  63  The domicile of a legal person shall be the place where its main administrative office is located. Where a legal person is required to be registered according to law, its main administrative office shall be registered as the domicile. 

Article  64  Where, during the existence of a legal person, there is a change as regards a registered matter, the legal person shall apply to the registration authority for alteration of registration. 

Article  65  Where there is an inconsistency between the actual conditions of a legal person and the registered information, such inconsistency shall not be used against a bona fide third party. 

Article  66  The registration authority shall promptly publish relevant registered information of a legal person in accordance with law. 

Article  67  In case of a merger between legal persons, the surviving legal person is entitled to all the rights and shall assume all the obligations as are previously enjoyed and borne by the legal persons before the merger.

In case of the division of a legal person, the surviving legal persons are jointly entitled to the claims of the legal person before the division and shall assume joint and several liability for its debts, except otherwise agreed upon by its creditors and debtors.

Article  68  A legal person, upon completion of liquidation and cancellation of its registration, shall terminate for any of the following reasons:

(1)  It is dissolved;

(2)  It is declared bankrupt; or

(3)  Any other reason as prescribed by law.

Where it is stipulated in laws or administrative regulations that the termination of a legal person shall be subject to the approval of the relevant authority, such a stipulation shall prevail. 

Article  69  A legal person shall be dissolved under any of the following circumstances:

(1)  If the duration of existence of the legal person expires, or there is any other reason for the legal person to dissolve as is stipulated in its articles of association;

(2)  If the governing body of the legal person makes a resolution to dissolve;

(3)  If dissolution of the legal person is required due to a merger or division;

(4)  If the business license or registration certificate of the legal person is legally revoked, or the legal person is ordered to close down or is cancelled; or

(5)  Any other circumstance as prescribed by law. 

Article 70  Where a legal person is dissolved, the obligors of liquidation shall organize a team to liquidate the legal person, with the exception that the legal person is merged or divided.

Members of the executive or decision-making body of a legal person such as the directors of the board shall be the obligors of liquidation. Where the laws or administrative regulations provide otherwise, such provisions shall prevail.

Where the obligors of liquidation fail to promptly fulfill their liquidation obligations, they shall bear civil liability for the damage caused thereby; and the competent authority in charge or an interested party may apply to the people's court for appointing relevant personnel to form a new liquidation team to carry out liquidation.

Article  71  The procedure for liquidation as well as the functions and powers of a liquidation team shall be provided for by relevant laws; in the absence of such provisions, the relevant provisions in the Company Law shall be applied mutatis mutandis.

Article  72  During the period of liquidation, a legal person shall continue to exist but may not engage in activities irrelevant to liquidation.

The residual property of a liquidated legal person shall be distributed as stipulated in its articles of association or decided by its governing body. Where the law provides otherwise, such provisions shall prevail.

When the liquidation is completed and its registration as a legal person is cancelled, the legal person shall terminate. Where the registration of a legal person is not required by law, such a legal person shall terminate at the time when the liquidation is completed.

Article  73  Where a legal person is declared bankrupt, it shall terminate at the time when the bankruptcy liquidation is completed and its registration as a legal person is cancelled according to law. 

Article  74  A legal person may establish branches according to law. Where laws or administrative regulations require that the branches of a legal person be registered, such provisions shall prevail.

Where a branch of a legal person engages in civil activities in the branch's own name, the legal person shall bear the civil liability arising from such activities; or the legal person may bear the civil liability with the property managed by the branch first and, upon exhaustion of the aforesaid property, bear the rest of the civil liability with the legal person's own property. 

Article  75  A legal person shall be liable for the consequences of the civil activities that its founder engaged in for the purpose of establishing the legal person. If no legal person is established, the founder shall be liable for the aforesaid consequences; and if there are two or more founders, they shall be jointly entitled to the claims and assume joint and several liability for the debts.

A third party is entitled to choosing either the legal person or its founder to assume the civil liability arising from the civil activities that the founder has engaged in in his own name for the purpose of establishing the legal person.

Section 2

For-profit Legal Persons

Article  76  A for-profit legal person shall be a legal person established for the purpose of earning profit and distributing the profit among its shareholders and other contributors.

For-profit legal persons include companies with limited liability, companies limited by shares, and other enterprises that are legal persons. 

Article  77  A for-profit legal person shall be established upon registration in accordance with law. 

Article  78  The registration authority shall grant a business license to a legally established for-profit legal person. The date of issuance of the business license shall be the date of the establishment of a for-profit legal person.

Article  79  For establishing a for-profit legal person, the articles of association of the legal person shall be formulated. 

Article  80  A for-profit legal person shall have an governing body.

The governing body shall have the functions and powers to revise the articles of association of the legal person and to elect or replace members of the executive or supervisory body, and exercise other functions and powers stipulated in the articles of association of the legal person. 

Article  81  A for-profit legal person shall have its executive body.

The executive body shall exercise the functions and powers to convene meetings of the governing, decide on business and investment plans and internal management structure, and other functions and powers stipulated in the articles of association of the legal person.

Where the executive body of a legal person is the board of directors or the executive director, the chairman of the board of directors, the executive director or the manager shall be the legal representative, as is stipulated in the articles of association. In the absence of a board of directors and an executive director, the chief responsible person stipulated in the articles of association shall be the executive body and legal representative of the legal person.

Article  82  Where a for-profit legal person has a board of supervisors or a supervisor as the supervisory body, the supervisory body shall have the functions and powers to examine the financial affairs of the legal person, and supervise the conduct of the members of the executive body and the senior managing personnel with respect to their performance of the duty of the legal person and other functions and powers stipulated in the articles of association of the legal person. 

Article  83  A contributor to a for-profit legal person shall not abuse the contributor's rights to infringe upon the interests of the legal person or other contributors. A contributor abusing the contributor's rights shall be liable for the damage caused thereby to the legal person or other contributors.

A contributor to a for-profit legal person shall not take advantage of the independent position of the legal person and the limited liability of contributors to infringe upon the interests of the creditors of the legal person. Where a contributor, taking advantage of the independent position of the legal person and the limited liability of contributors, evades repayment of debts and causes severe damage to the interests of the creditors of the legal person, the contributor shall bear joint and several liability for compensation. 

Article  84  The controlling contributors, the persons in practical control, directors, supervisors and senior managing personnel of a for-profit legal person shall not take advantage of their affiliated relations to infringe on the interests of the legal person. Any of the aforementioned party that takes advantage of the affiliated relations and causes damage to a for-profit legal person shall be liable for compensation.

Article  85  A contributor may apply to the people's court for rescinding a resolution which is made at the meeting of the governing body or executive body of a legal person if the procedure for convening the meeting or the way of voting is in violation of the laws, administrative regulations or the articles of association, or the content of the resolution is against the articles of association; however, the civil juristic relations with a bona fide third party the for-profit legal person has formed in accordance with such a resolution shall not be affected.

Article  86  A for-profit legal person, in its business operations, shall observe commercial ethics, ensure the security of transactions, accept supervision by the government and the public, and assume social responsibility.

Section 3

Non-profit Legal Persons 

Article  87  A non-profit legal person is a legal person established for public welfare or other non-profit purposes, and does not distribute any profit to contributors, founders or members.

Non-profit legal persons shall include public institutions, social organizations, foundations and social services. 

Article  88  A public institution with the qualifications of a legal person established to provide public services to meet the requirements of economic and social development shall be a public-institution legal person upon registration according to law. Where the law does not require such a public institution to undergo the registration procedure to become a legal person, the public institution shall become a public-institution legal person on the date of its establishment. 

Article  89  Where a public institution has a board of directors, the board of directors shall be its decision-making body unless otherwise provided for by law. The legal representative of a public-institution legal person shall be determined according to the provisions of laws, administrative regulations or the articles of association.

Article  90  A social organization with the qualifications of a legal person which is established based on the unanimous will of its members for public welfare, the members' common interests or other non-profit purposes shall be a social-organization legal person upon registration according to law. Where the law does not require such a social organization to undergo the registration procedure to become a legal person, it shall become a social-organization legal person on the date of its establishment. 

Article  91  For establishing a social-organization legal person, the articles of association shall be formulated.

A social-organization legal person shall have a members' assembly or a members' congress as its governing.

A social-organization legal person shall have a board of directors as its executive body. The responsible person such as the chairman of the board of directors or the president shall be its legal representative, as is stipulated in the articles of association.

Article  92  A foundation or social service with the qualifications of a legal person which is established with donated property for the purpose of public welfare shall be a legal person funded by donations upon registration according to law.

A legally established premise for religious activities with the qualifications of a legal person may apply for being registered as a non-profit legal person funded by donations. Where laws and administrative regulations governing the premises for religious activities stipulate otherwise, such stipulations shall prevail. 

Article  93  For establishing a legal person funded by donations, the articles of association shall be formulated.

A legal person funded by donations shall have a board of directors or any other form of democratic management body as its decision-making body, and shall have an executive body. The responsible person of such a legal person such as the chairman of the board of directors shall be the legal representative, as is stipulated in the articles of association.

A legal person funded by donations shall have a supervisory body such as the board of supervisors. 

Article  94  A donor is entitled to make inquiries about and give opinions and suggestions on the use and management of the donations he has made to a legal person funded by donations, and the said legal person shall respond honestly and in a timely manner.

An interested person such as a donor or the competent authority in charge may apply to the people's court for rescinding a decision made by the decision-making body, executive body or legal representative of a legal person funded by donations if the decision-making procedure is in violation of the laws, administrative regulations or the articles of association, or the content of the decision is against the articles of association; however, the civil juristic relations with a bona fide third party that the legal person funded by donations has formed based on such a decision shall not be affected. 

Article  95  Where a non-profit legal person established for the purpose of public welfare terminates, the residual property shall not be distributed among the contributors, founders or members. The residual property shall continue to be used for the purpose of public welfare as is stipulated in the articles of association or by resolution of the governing body; where it is impossible to deal with the residual property in accordance with the articles of association or the resolution of the governing body, the competent authority in charge shall see to it that the property be transferred to a legal person with the same or similar purpose, and shall announce the situation to the public. 

Section 4

Special Legal Persons 

Article  96  For the purposes of this Section, state organs, rural economic collectives, urban and rural cooperative economic organizations and community self-governing organizations that are legal persons shall be special legal persons.

Article  97  A state organ with independent budgets or an institution with statutory administrative functions shall be a state-organ legal person on the date of its establishment, and may engage in civil activities that are necessary for it to function.

Article  98  Where the legal person status of a state organ is revoked and the legal person terminates, the succeeding organ with legal person status shall enjoy be entitled to the civil-law rights previously enjoyed by the terminated state organ and at the same time assume its civil obligations; in the absence of a succeeding state organ, the state organ with legal person status that has made the revocation decision shall enjoy the rights of the terminated state organ and assume its obligations instead.

Article  99  A rural economic collective shall become a legal person in accordance with law.

Where there are any provisions on rural economic collectives in other laws and administrative regulations, such provisions shall apply. 

Article  100  An urban or rural economic cooperative shall become a legal person in accordance with the law.

Where there are any provisions on urban and rural economic cooperatives in other laws and administrative regulations, such provisions shall apply. 

Article  101  As community self-governing organizations with legal person status, urban residents' committees and villagers' committees may engage in civil activities that are necessary for it to function.

In the absence of a rural economic collective, the villagers' committee of a village may function on its behalf in accordance with law. 

Chapter IV 

Unincorporated Organizations 

Article  102  An unincorporated organization shall be an organization which has no legal-person qualification but is able to carry out civil activities in its own name in accordance with law.

Unincorporated organizations include individual proprietorships, partnerships, and professional service providers without legal-person qualification, etc.

Article  103  An unincorporated organization shall be registered as is prescribed by law.

Where the laws or administrative regulations provide that establishment of an unincorporated organization must be subject to approval by the relevant authority, such provisions shall prevail. 

Article  104  Where an unincorporated organization becomes insolvent, its contributors or founders shall bear unlimited liability for the debt of the organization. If there are laws providing otherwise, such provisions shall prevail. 

Article  105  An unincorporated organization may designate one or several individual(s) to engage in civil activities on its behalf. 

Article  106  An unincorporated organization shall be dissolved under one of the following circumstances:

(1)  Where the term of existence stipulated in the articles of association has expired or there is a cause for dissolution as is stipulated in the articles of association;

(2)  Where the contributors or founders decide to dissolve it; or

(3)  Where dissolution is required under any other circumstances as prescribed by law. 

Article  107  For an unincorporated organization to be dissolved, it shall be liquidated in accordance with law. 

Article  108  Apart from the provisions in this Chapter, the provisions in Section 1 of Chapter III shall be applied mutatis mutandis to an unincorporated organization. 

Chapter V

Civil-law Rights

Article  109  The personal freedom and dignity of a natural person shall be protected by law. 

Article  110  A natural person shall enjoy the right to life and the rights to his/her body, health, name, portrait, reputation, honor, privacy, and marriage by choice.

A  legal person or an unincorporated organization shall enjoy the rights to name, reputation and honor. 

Article  111  The personal information of a natural person shall be protected by law. Any organization or individual that needs to acquire the personal information of an individual shall obtain such information in accordance with law and guarantee the safety of such information. No one may illegally collect, use, process, transmit, trade, provide or publicize the personal information of others. 

Article  112  The personal rights of a natural person that are generated from a marriage or family relationship shall be protected by law. 

Article  113  The proprietary rights of the persons of the civil law shall be equally protected by law. 

Article  114  The persons of the civil law shall enjoy property right in accordance with law.

Property right means the exclusive right enjoyed by the right holder to directly dominate a specific property according to law, which consists of the right of ownership, usufructs and security interest over the property. 

Article  115  Property consists of immovable and movable property. Where there are laws providing that certain rights are deemed as the objects of property right, the provisions of such laws shall prevail.

Article  116  The categories and content of the property right shall be provided for by law. 

Article  117  Where, for the purpose of public interests, the immovable or movable property is expropriated or requisitioned according to the authorization and procedure prescribed by law, fair and reasonable compensation shall be paid. 

Article  118  The persons of the civil law shall enjoy creditors' right in accordance with law.

Creditors' right is the right of an obligee to request a specific obligor to or not to engage in certain performance, as arising from a contract, a tortious act, negotiorum gestio or unjust enrichment, or as provided for by law. 

Article  119  Lawfully formed contracts shall be legally binding to the parties concerned.

Article  120  In the event of a person's civil-law right being infringed due to a tortious act, the infringed is entitled to request the tortfeasor to bear the liability.

Article  121  A person with neither statutory nor contractual obligation acts as a custodian in order to prevent another person from suffering the loss of interests is entitled to recover the necessary expenses incurred therefrom from the said other person who has benefited therefrom.

Article  122  Where a person is unjustly enriched without a legal basis at the expense of another person's loss, the said other person is entitled to request the enriched person to make restitution. 

Article  123  The persons of the civil law shall enjoy intellectual property rights in accordance with law.

Intellectual property rights are the exclusive rights enjoyed by the right holders according to law on the following subject matters:

(1)  works;

(2)  inventions, utility models, or designs;

(3)  trademarks;

(4)  geographical indications;

(5)  trade secrets;

(6)  layout-designs of integrated circuits;

(7)  new plant varieties; and

(8)  other subject matters prescribed by law.

Article  124  A natural person shall have the right to inheritance in accordance with law.

The  legitimate private property of a natural person may be inherited according to law. 

Article  125  The persons of the civil law shall enjoy equity right and other investment rights in accordance with law. 

Article  126  The persons of the civil law shall enjoy other civil-law rights and interests that are provided for by law. 

Article  127  If other laws particularly provide for the protection of data and online virtual assets, such provisions shall prevail. 

Article  128  If other laws particularly provide for the protection of the civil-law rights of the minors, the elderly, the disabled, women or the consumers, such provisions shall prevail. 

Article  129  Civil-law rights may be acquired through a civil juristic act, an act de facto or an event prescribed by law, or by any other means provided for by law.

Article  130  A person is entitled to enjoy civil-law rights based on his own free will and shall not be interfered by others. 

Article  131  While enjoying civil-law rights, a person of the civil law shall fulfill the obligations provided for by law or agreed upon by the said person and another party. 

Article  132  A person shall not abuse his civil-law rights and undermine the interests of the state, public interests, or the legitimate rights and interests of others. 

Chapter VI

Civil Juristic Acts 

Section 1

General Stipulations

Article  133  Civil juristic acts refer to the establishment, alteration and termination of civil juristic relations by the persons of the civil law through the expression of intent.

Article  134  A civil juristic act may be based on the expression of intent with the consent of both or all parties, or based on the unilateral expression of intent.

An act of resolution shall be established if it is made by a legal person or an unincorporated organization in accordance with the rules of procedure and voting procedure as are stipulated by law or by the articles of association. 

Article  135  A civil juristic act may be in written, oral or any other form. A particular form shall be adopted if laws or administrative regulations so require or if the parties so agree.

Article  136  A civil juristic act shall take effect at the time of its establishment, unless the law provides otherwise or the parties have agreed otherwise.

A party that took a civil juristic act shall not alter or end the act without a law providing so or without consent of the other party.

Section 2

Expression of Intent 

Article  137  The expression of intent which is made orally shall become effective if the party spoken to is aware of the content of the expressed intent.

The expression of intent which is not made orally shall become effective when the expressed intent reaches the targeted party. Where the expression of intent is made in the form of text in electronic data instead of being made orally, if the receiver has specifically designated a receiving system to receive such text in electronic data, the expression of intent shall become effective at the time when the text enters the designated system; and in the absence of a specifically designated receiving system, the expression of intent shall become effective at the time when the receiver is aware or ought to be aware that such a text in electronic data has entered the system. Where the parties have agreed otherwise on the time when the expression of intent in the form of text in electronic data becomes effective, such an agreement shall prevail.

Article  138  If the expression of intent is not targeted to a specific party, it shall become effective when the expression is completed. If there are laws providing otherwise, such provisions shall be prevail. 

Article  139  If the expression of intent is made in the form of an announcement, it shall become effective at the time when it is announced. 

Article  140  A party taking an act shall express an intent in an explicit or implied way.

Silence shall only be deemed as expression of intent when it is provided for by law, or agreed upon between the parties, or it accords with the practice of transaction between the parties. 

Article  141  A party taking an act may withdraw an expressed intent. The notice to withdraw an expressed intent shall become effective if the notice reaches the targeted party before or at the same time when the expressed intent does. 

Article  142  For interpreting an expressed intent that is sent to a specific party, the meaning of the expressed intent shall be determined according to the words and sentences used to express it, with reference to the related clauses, the nature and purpose of the act, relevant customs and the principle of good faith.

The interpretation of an expressed intent that is not targeted to a specific party shall not be limited to the words and sentences used to express it, and consideration shall be given to the related clauses, the nature and purpose of the act, relevant customs and the principle of good faith.