Civil Code of the People's Republic of China

Chapter 3 General Provisions
Chapter 1 Basic Rules
Article [-] This Law is enacted in accordance with the Constitution in order to protect the legitimate rights and interests of civil subjects, adjust civil relations, maintain social and economic order, adapt to the development requirements of socialism with Chinese characteristics, and promote the core values ​​of socialism.

Article [-] The Civil Law regulates the personal relationship and property relationship between natural persons, legal persons and unincorporated organizations who are equal subjects.

Article [-] The personal rights, property rights and other legitimate rights and interests of civil subjects shall be protected by law, and shall not be violated by any organization or individual.

Article [-] The legal status of civil subjects in civil activities is equal.

Article [-] Civil subjects engaged in civil activities shall follow the principle of voluntariness and establish, modify, and terminate civil legal relationships according to their own will.

Article [-] Civil subjects engaged in civil activities shall follow the principle of fairness and reasonably determine the rights and obligations of all parties.

Article [-] Civil subjects engaged in civil activities shall follow the principle of good faith, uphold honesty, and abide by commitments.

Article [-] Civil subjects shall not violate the law, public order and good customs when engaging in civil activities.

Article [-] Civil subjects engaged in civil activities shall be conducive to saving resources and protecting the ecological environment.

Article [-] The handling of civil disputes shall be in accordance with the law; where there is no law, custom may be applied, but it must not violate public order and good customs.

Article No. 11 Where other laws have special provisions on civil relations, such provisions shall prevail.

Article No.12 Civil activities within the territory of the People's Republic of China shall be governed by the laws of the People's Republic of China.Where the law provides otherwise, follow its provisions.

Chapter 2 Natural Persons

Section [-] Capacity for Civil Rights and Capacity for Civil Conduct

Article No.13 A natural person has the capacity for civil rights from birth to death, enjoys civil rights and undertakes civil obligations according to law.

Article No.14 All natural persons are equal in their capacity for civil rights.

Article No.15 The time of birth and death of a natural person shall be based on the time recorded in the birth certificate or death certificate; if there is no birth certificate or death certificate, the time recorded in household registration or other valid identity registration shall prevail.If there is other evidence sufficient to overturn the time recorded above, the time proved by the evidence shall prevail.

Article No. 16 involves the protection of the interests of the fetus, such as inheritance, acceptance of gifts, etc., the fetus is deemed to have the capacity for civil rights.However, if the fetus is dead when it is delivered, its capacity for civil rights does not exist from the beginning.

Article No.17 A natural person over the age of eighteen is an adult.A natural person under the age of eighteen is a minor.

Article No.18 An adult is a person with full capacity for civil conduct and may independently perform civil juristic acts.

Any minor who is over the age of [-] years of age or older shall be regarded as a person with full capacity for civil conduct, with his income as his main source of livelihood.

Article No.19 Minors over the age of eight are persons with limited capacity for civil conduct, and their civil juristic acts are represented by their legal representatives or with the consent and ratification of their legal representatives; Civil legal acts appropriate to their age and intelligence.

Article No. 20 Minors under the age of eight are persons without capacity for civil conduct, and shall be represented by their legal representatives in performing civil juristic acts.

No.20 An adult who cannot identify his own behavior is a person without capacity for civil conduct, and shall be represented by his legal representative to perform civil juristic acts.

Where minors over the age of eight cannot identify their own behavior, the provisions of the preceding paragraph shall apply.

No.20 Article [-] An adult who cannot fully identify his own behavior is a person with limited capacity for civil conduct. Civil juristic acts are represented by his legal representative or with the consent and ratification of his legal representative; however, civil juristic acts purely for profit may be performed independently Or civil legal acts that are compatible with their intelligence and mental health.

No.20 Article [-] The guardian of a person with no capacity for civil conduct or a person with limited capacity for civil conduct is his legal representative.

No. 20 Article [-] For adults who cannot identify or fully identify their own behavior, their interested parties or relevant organizations may apply to the people's court to determine the adult as a person without or with limited capacity for civil conduct.

If a person is determined by the people's court as a person with no capacity for civil conduct or a person with limited capacity for civil conduct, the people's court may, based on the recovery of his intelligence and mental health, determine that the adult has been restored to be a person with limited civil capacity. A person with capacity for conduct or a person with full capacity for civil conduct.

The relevant organizations specified in this article include: residents' committees, villagers' committees, schools, medical institutions, women's federations, disabled people's federations, legally established organizations for the elderly, civil affairs departments, etc.

No.20 Article [-] A natural person's domicile is the domicile recorded in household registration or other valid identity registration;

Section [-] Guardianship
No.20 Article [-] Parents have the duty to bring up, educate and protect their minor children.

Adult children have the duty to maintain, assist and protect their parents.

No.20 Seven Parents are guardians of minor children.

If the minor's parents are dead or have no capacity for guardianship, the following persons with capacity for guardianship shall serve as guardians in order:
([-]) Grandparents and maternal grandparents;
([-]) brother and sister;

([-]) Other individuals or organizations who are willing to act as guardians, subject to the approval of the residents' committee, villagers' committee or civil affairs department in the place where the minor resides.

No.20 Article [-] For adults with no capacity for civil conduct or limited capacity for civil conduct, the following persons with guardianship capacity shall serve as guardians in order:

([-]) Spouse;
([-]) Parents and children;
([-]) Other close relatives;

([-]) Other individuals or organizations who are willing to serve as guardians, subject to the consent of the residents' committee, villagers' committee or civil affairs department in the place where the ward resides.

No.20 Article [-] If the parents of the ward are guardians, they may appoint a guardian through a will.

Article No.30 The guardians may be determined by agreement between persons legally qualified for guardianship.The agreement establishes that the guardian shall respect the true wishes of the ward.

Article No.30 If there is any dispute over the determination of the guardian, the residents' committee, villagers' committee or civil affairs department of the place where the ward resides shall designate a guardian. The people's court applies to appoint a guardian.

Residents' committees, villagers' committees, civil affairs departments, or people's courts shall respect the true wishes of the wards, and appoint guardians among persons legally qualified for guardianship in accordance with the principle that is most beneficial to the wards.

Before the appointment of a guardian in accordance with the provisions of the first paragraph of this article, if the personal rights, property rights and other legal rights and interests of the ward are unprotected, the residents' committee, villagers' committee, relevant organizations prescribed by law or civil affairs department in the place of the ward's domicile shall act as guardians. temporary guardian.

After the guardian is appointed, he shall not be changed without authorization; if changed without authorization, the designated guardian shall not be exempted from the responsibility.

No.30 Article [-] If there is no person legally qualified for guardianship, the guardian shall be served by the civil affairs department, or by the residents' committee or villager's committee in the place where the ward has the conditions to perform guardianship duties.

No.30 Article [-] Adults with full capacity for civil conduct may, through prior consultation with their close relatives, other individuals or organizations who are willing to serve as guardians, determine their guardian in writing. When they lose or partially lose their capacity for civil conduct, the guardian shall Guardians perform guardianship duties.

No.30 Article [-] The duty of the guardian is to act on behalf of the ward to implement civil legal acts, and to protect the ward's personal rights, property rights, and other legitimate rights and interests.

The rights arising from the legal performance of guardianship duties by guardians shall be protected by law.

Guardians who fail to perform guardianship duties or infringe on the legal rights and interests of the ward shall bear legal responsibility.

Due to emergencies such as emergencies, the guardian is temporarily unable to perform guardianship duties, and the life of the ward is left unattended, the residents' committee, villagers' committee or civil affairs department at the place of the ward's domicile shall arrange necessary temporary living care for the ward measure.

No.30 Article [-] Guardians shall perform guardianship duties in accordance with the principle that is most beneficial to the ward.The guardian shall not dispose of the property of the ward except for safeguarding the interests of the ward.

Guardians of minors perform guardianship duties, and when making decisions related to the interests of the ward, they should respect the true wishes of the ward based on the age and mental status of the ward.

When an adult guardian performs guardianship duties, he should respect the true wishes of the ward to the greatest extent possible, and guarantee and assist the ward to implement civil legal acts appropriate to his intelligence and mental health.The guardian shall not interfere with matters that the ward is capable of handling independently.

No.30 Article [-] Where a guardian falls under any of the following circumstances, the people's court shall revoke the guardian's eligibility based on the application of the relevant individual or organization, arrange necessary temporary guardianship measures, and designate a guardian in accordance with the law in accordance with the principle that is most beneficial to the ward:
([-]) Carrying out acts that seriously damage the physical and mental health of the ward;

([-]) Neglecting to perform guardianship duties, or being unable to perform guardianship duties and refusing to entrust part or all of guardianship duties to others, causing the ward to be in a state of distress;
([-]) Carrying out other acts that seriously infringe upon the legal rights and interests of the ward.

Relevant individuals and organizations specified in this article include: other legally qualified guardians, residents' committees, villagers' committees, schools, medical institutions, women's federations, disabled people's federations, organizations for the protection of minors, organizations for the elderly established according to law, civil affairs departments, etc.

Where individuals and organizations other than the civil affairs department specified in the preceding paragraph fail to apply to the people's court for disqualification of guardians in a timely manner, the civil affairs department shall apply to the people's court.

No. 30 Article [-] Parents, children, spouses, etc., who are legally responsible for the maintenance, alimony, and alimony of the ward shall continue to perform their obligations after being disqualified as a guardian by the people's court.

No. 30 Article [-] After the parents or children of the ward are disqualified as guardians by the people's court, except for committing intentional crimes against the ward, if they really show repentance, upon their application, the people's court may, on the premise of respecting the true wishes of the ward, , depending on the circumstances, restore their guardian qualifications, and the guardianship relationship between the guardian appointed by the people's court and the ward is terminated at the same time.

No.30 Article [-] Under any of the following circumstances, the guardianship relationship shall be terminated:

([-]) The ward has acquired or recovered full capacity for civil conduct;
([-]) The guardian loses the guardianship ability;

([-]) The ward or guardian dies;

([-]) Other circumstances where the people's court determines that the guardianship relationship has terminated.

After the guardianship relationship is terminated, if the ward still needs guardianship, another guardian shall be determined in accordance with the law.

Section [-] Declaration of Missing and Declaration of Death

Article No.40 Where the whereabouts of a natural person has been unknown for two years, interested parties may apply to the people's court to declare the natural person a missing person.

No.40 The missing time of a natural person shall be counted from the date when he lost track of him.For those whose whereabouts are unknown during the war, the period of time when the whereabouts are unknown shall be counted from the day when the war ends or the date when the whereabouts are unknown as determined by the relevant organs.

No.40 Article [-] The property of the missing person shall be managed by his or her spouse, adult children, parents or other persons who are willing to act as property custodians.

If there is a dispute over trusteeship, and there is no person specified in the preceding paragraph, or the person specified in the preceding paragraph has no capacity for custody, the person designated by the people's court shall take charge of the trusteeship.

No.40 Article [-] Property custodians shall properly manage the property of the missing person and safeguard their property rights.

The taxes, debts and other expenses owed by the missing person shall be paid by the property custodian from the property of the missing person.

If the property custodian causes property loss to the missing person intentionally or through gross negligence, he shall be liable for compensation.

No.40 Article [-] If the property custodian fails to perform the custodian duties, infringes on the property rights and interests of the missing person, or loses the ability to custodian, the interested party of the missing person may apply to the people's court to change the property custodian.

If the property custodian has legitimate reasons, he may apply to the people's court for changing the property custodian.

Where the people's court changes the property custodian, the changed property custodian has the right to request the original property custodian to hand over the relevant property in a timely manner and report the property custody situation.

No.40 Article [-] Where a missing person reappears, upon application by himself or an interested party, the people's court shall revoke the declaration of disappearance.

If the missing person reappears, he has the right to request the property custodian to hand over the relevant property in a timely manner and report the property escrow situation.

No.40 Article [-] Where a natural person falls under any of the following circumstances, the interested party may apply to the people's court for a declaration of the natural person's death:

([-]) Has been missing for four years;

([-]) The whereabouts have been unknown for two years due to an accident.

If the whereabouts of the natural person is unknown due to an accident, and the relevant agency proves that the natural person cannot survive, the application for declaration of death is not subject to the two-year limit.

No.40 Article [-] For the same natural person, some interested parties apply for declaration of death, and some interested parties apply for declaration of disappearance, and if the conditions for declaration of death stipulated in this law are met, the people's court shall declare death.

No.40 Article [-] For a person who has been declared dead, the day when the people's court pronounces the death judgment is deemed to be the date of his death; where the death is declared due to an accident where his whereabouts are unknown, the day when the accident occurred is regarded as the date of his death.

No.40 Article [-] Where a natural person is declared dead but not dead, the validity of the civil juristic acts performed by the natural person during the period of the declared death shall not be affected.

Article [-] Where a person who has been declared dead reappears, the people's court shall revoke the death declaration upon application by himself or an interested party.

The marriage relationship of a person declared dead shall be eliminated from the date of death declaration.If the death declaration is revoked, the marriage relationship shall automatically resume from the day when the death declaration is revoked.However, the exception is that the spouse remarries or declares in writing to the marriage registration authority that he does not wish to resume.

Article [-] If a person who has been declared dead has his or her children legally adopted by others during the period of his death, after the death declaration is revoked, the adoption shall not be claimed to be invalid on the grounds that he did not consent.

Article [-] A person whose death declaration has been revoked has the right to request the civil subject who acquired his property in accordance with Part Six of this Law to return the property; if it cannot be returned, appropriate compensation shall be given.

Where an interested party conceals the real situation, causing another person to be pronounced dead and obtain his property, in addition to returning the property, he shall also be liable for compensation for the resulting losses.

Section [-] Individual Industrial and Commercial Households and Rural Contractors

Article [-] A natural person engaged in industrial and commercial operations shall be an individual industrial and commercial household after being registered in accordance with the law.Individual industrial and commercial households can set up a trade name.

Article [-] Members of rural collective economic organizations who have legally obtained the right to contract management of rural land and engage in household contract management are rural contract management households.

Article [-] The debts of individual industrial and commercial households shall be borne by personal property if they are operated by individuals; if they are operated by families, they shall be borne by family property; if they cannot be distinguished, they shall be borne by family property.

The debts of rural contracting households shall be borne by the properties of the rural households engaged in the contracted management of rural land; if the debts are in fact operated by some members of the rural household, the debts shall be borne by the properties of those members.

Chapter 3 Legal Entity
Section [-] General Provisions

Article [-] A legal person is an organization that has capacity for civil rights and capacity for civil conduct, and independently enjoys civil rights and assumes civil obligations in accordance with the law.

Article [-] A legal person shall be established in accordance with the law.

A legal person shall have its own name, organizational structure, domicile, property or funds.The specific conditions and procedures for the establishment of a legal person shall be in accordance with the provisions of laws and administrative regulations.

The establishment of a legal person shall be subject to the approval of relevant authorities as required by laws and administrative regulations.

Article [-] The capacity for civil rights and capacity for civil conduct of a legal person shall arise from the establishment of the legal person and disappear when the legal person is terminated.

Article No.60 A legal person shall independently bear civil liability with all its property.

Article No.60 In accordance with the law or the articles of association of a legal person, the person in charge of representing the legal person in civil activities shall be the legal representative of the legal person.

The legal consequences of civil activities undertaken by the legal representative in the name of the legal person shall be borne by the legal person.

Restrictions on the legal representative's representation by the legal person's articles of association or the legal person's authority shall not oppose bona fide counterparties.

No.60 Article [-] Where the legal representative causes damage to others due to the performance of his duties, the legal person shall bear civil liability.

After a legal person assumes civil liability, it may seek compensation from the at-fault legal representative in accordance with the law or the articles of association of the legal person.

Article No.60 The three legal persons shall take the location of their principal offices as their domicile.Where legal person registration is required according to law, the location of the main office shall be registered as the domicile.

No.60 Article [-] If the registered items change during the legal person’s existence, it shall apply to the registration authority for modification registration in accordance with the law.

No.60 Article [-] If the actual situation of the legal person is inconsistent with the registered items, it shall not oppose the bona fide counterparty.

No.60 Article [-] The registration authority shall publicize relevant information on legal person registration in a timely manner according to law.

Article No.60 Where legal persons are merged, their rights and obligations shall be enjoyed and assumed by the merged legal person.

Where a legal person is split, its rights and obligations shall be enjoyed by the split legal person and assume joint and several debts, unless otherwise agreed by the creditor and the debtor.

No.60 Article [-]: If there is one of the following reasons and the liquidation and deregistration are completed according to law, the legal person shall be terminated:

([-]) Dissolution of a legal person;
([-]) The legal person is declared bankrupt;

([-]) Other reasons prescribed by law.

For the termination of a legal person, if laws and administrative regulations require the approval of the relevant authorities, the provisions shall be followed.

No.60 Article [-] Under any of the following circumstances, the legal person shall be dissolved:

([-]) The period of existence stipulated in the articles of association of the legal person expires or other reasons for dissolution as stipulated in the articles of association of the legal person occur;

([-]) The legal person's authority decides to dissolve it;

([-]) Dissolution is required due to merger or division of legal persons;
([-]) The legal person has its business license and registration certificate revoked according to law, and is ordered to close down or be revoked;

([-]) Other circumstances prescribed by law.

Article No.70 When a legal person is dissolved, except in the case of merger or division, the liquidation obligors shall promptly form a liquidation group to carry out liquidation.

Directors, directors and other members of the executive body or decision-making body of the legal person are liquidation obligors.Where laws and administrative regulations provide otherwise, such provisions shall prevail.

If the liquidation obligor fails to perform the liquidation obligation in time and causes damage, it shall bear civil liability; the competent authority or interested parties may apply to the people's court to designate relevant personnel to form a liquidation group to carry out the liquidation.

No.70 Article [-] The liquidation procedure of a legal person and the functions and powers of the liquidation group shall be governed by the provisions of relevant laws; if there are no provisions, the relevant provisions of applicable company laws shall be referred to.

No.70 Article [-] During the period of liquidation, the legal person shall continue to exist, but shall not engage in activities unrelated to the liquidation.

The remaining property after the liquidation of a legal person shall be disposed of in accordance with the provisions of the articles of association of the legal person or the resolution of the legal person's authority.Where the law provides otherwise, follow its provisions.

When the liquidation is completed and the deregistration of the legal person is completed, the legal person is terminated; if the legal person registration is not required according to law, the legal person is terminated when the liquidation is completed.

No.70 Article [-] Where a legal person is declared bankrupt, the legal person shall terminate when the bankruptcy liquidation is carried out according to law and the deregistration of the legal person is completed.

No.70 Article [-] A legal person may establish branches according to law.Where laws and administrative regulations stipulate that branches shall be registered, such provisions shall be followed.

When a branch engages in civil activities in its own name, the civil liability arising therefrom shall be borne by the legal person; it may also be borne first with the property managed by the branch, and if it is not enough to bear, it shall be borne by the legal person.

Article No.70 Article [-] The legal consequences of civil activities undertaken by the founder to establish a legal person shall be borne by the legal person; if the legal person is not established, the legal consequences shall be borne by the founder. If there are two or more founders, they shall enjoy joint creditor's rights and assume joint and several debts.

A third party has the right to choose to request the legal person or the founder to bear the civil liability arising from the establishment of a legal person engaged in civil activities in its own name.

Section [-] For-profit legal person
No.70 Article [-] A legal person established for the purpose of obtaining profits and distributing them to investors such as shareholders is a for-profit legal person.

Profitable legal persons include limited liability companies, joint stock companies and other corporate legal persons.

No.70 Article [-] A for-profit legal person shall be registered and established in accordance with the law.

No.70 Article [-] For a legally established for-profit legal person, the registration authority shall issue a business license for the for-profit legal person.The date of issuance of the business license is the date of establishment of the for-profit legal person.

No.70 Article [-] The establishment of a for-profit legal person shall formulate the articles of association of the legal person in accordance with the law.

Article No.80 A for-profit legal person shall establish an authority.

The authority shall exercise the powers of amending the articles of association of legal persons, electing or replacing the members of executive agencies and supervisory institutions, and other functions and powers stipulated in the articles of association of legal persons.

Article No.80 A for-profit legal person shall set up an executive agency.

The executive body exercises the power to convene the meeting of the authority, decide on the business plan and investment plan of the legal person, decide on the establishment of the internal management organization of the legal person, and other functions and powers stipulated in the articles of association of the legal person.

If the executive body is the board of directors or executive director, the chairman, executive director or manager shall serve as the legal representative in accordance with the provisions of the articles of association of the legal person;

No.80 Article [-] Where a for-profit legal person has a board of supervisors or supervisors and other supervisory institutions, the supervisory institutions shall exercise the inspection of the legal person's finances, supervise the execution of the legal person's duties by members of the executive agency and senior managers, and other functions and powers stipulated in the legal person's charter.

Article No.80 Three contributors of a for-profit legal person shall not abuse the rights of the contributor to damage the interests of the legal person or other contributors; if the abuse of the rights of the contributor causes losses to the legal person or other contributors, civil liability shall be borne in accordance with the law.

The investor of a for-profit legal person shall not abuse the independent status of the legal person and the limited liability of the investor to damage the interests of the creditors of the legal person; whoever abuses the independent status of the legal person and the limited liability of the investor to evade debts and seriously damage the interests of the creditors of the legal person shall bear joint and several liabilities for the debts of the legal person.

Article No.80 Four controlling investors, actual controllers, directors, supervisors, and senior managers of a for-profit legal person shall not use their affiliated relationship to damage the interests of the legal person; if they use the affiliated relationship to cause losses to the legal person, they shall be liable for compensation.

No.80 Article [-]: If the power organ and executive body of a profit-making legal person violates laws, administrative regulations, or the articles of association of a legal person in terms of meeting convening procedures or voting methods, or the content of the resolution violates the articles of association of a legal person, the investor of a profit-making legal person may request the people's court to revoke the resolution. .However, the civil legal relationship formed between the for-profit legal person and the bona fide counterparty pursuant to this resolution will not be affected.

Article No.80 Six profit-making legal persons engaged in business activities shall abide by business ethics, maintain transaction security, accept government and social supervision, and assume social responsibilities.

Section [-] Non-profit legal person

No.80 Article [-] A legal person established for public welfare purposes or other non-profit purposes that does not distribute the profits obtained to investors, founders, or members is a non-profit legal person.

Non-profit legal persons include institutions, social organizations, foundations, social service organizations, etc.

No.80 Article [-] A public institution that meets the requirements of a legal person and provides public services to meet the needs of economic and social development shall, upon registration and establishment in accordance with the law, obtain the qualification of a public institution as a legal person; Unit legal personality.

No.80 Article [-] Where a legal person of a public institution has a board of directors, the board of directors shall be its decision-making body unless otherwise stipulated by law.The legal representative of a public institution as a legal person shall be created in accordance with laws, administrative regulations or the articles of association of the legal person.

Article No.90 A social group that meets the conditions of a legal person and is established based on the common wishes of its members for public welfare purposes or non-profit purposes such as the common interests of its members shall obtain the status of a social group legal person after being registered and established in accordance with the law; It has the status of a social organization legal person.

Article No.90 The establishment of a social organization as a legal person shall formulate the articles of association of the legal person in accordance with the law.

A social organization as a legal person shall set up an authority such as a general assembly or a representative assembly of members.

Social organizations as legal persons shall set up executive bodies such as councils.The chairman or the chairman and other responsible persons shall act as legal representatives in accordance with the provisions of the articles of association of the legal person.

Article No.90 Article [-]: Foundations, social service organizations, etc. that meet the conditions of a legal person and establish donated properties for public welfare purposes, have been registered and established in accordance with the law, and have obtained the status of a donating legal person.

Religious activity venues established in accordance with the law that meet the conditions of a legal person may apply for registration as a legal person and obtain the status of a donating legal person.Where there are provisions in laws and administrative regulations on venues for religious activities, follow those provisions.

Article No.90 The establishment of a donated legal person shall formulate the articles of association of the legal person according to law.

The donating legal person shall set up a council, a democratic management organization and other decision-making bodies, as well as an executive body.The chairman and other persons in charge act as legal representatives in accordance with the provisions of the articles of association of the legal person.

Donor legal persons shall set up supervisory bodies such as the board of supervisors.

No.90 Article [-] Donors have the right to inquire about the use and management of the donated property from the donating legal person, and to put forward opinions and suggestions, and the donating legal person shall reply in a timely and truthful manner.

If the decision-making procedures of the decision-making body, executive body, or legal representative of the donated legal person violate laws, administrative regulations, or the articles of association of the legal person, or the content of the decision violates the articles of association of the legal person, the donor or other interested parties or the competent authority may request the people's court to revoke the decision.However, the civil legal relationship formed between the donor legal person and the bona fide counterparty based on this decision will not be affected.

No.90 Article [-] When a non-profit legal person established for public welfare purposes terminates, the remaining property shall not be distributed to the contributors, founders or members.The remaining property shall be used for public welfare purposes in accordance with the provisions of the articles of association of the legal person or the resolution of the authority; if it cannot be disposed of in accordance with the provisions of the articles of association of the legal person or the resolution of the authority, the competent authority shall preside over the transfer to a legal person with the same or similar purpose, and make an announcement to the public.

Section [-] Special Legal Person
No.90 Article [-] The legal persons of government agencies, rural collective economic organization legal persons, urban and rural cooperative economic organization legal persons, and grassroots mass self-governing organization legal persons are special legal persons.

No.90 Article [-] Organs with independent funds and statutory bodies undertaking administrative functions shall have the status of legal persons from the date of establishment, and may engage in civil activities required for the performance of their functions.

Article No.90 Article [-]: Where an agency legal person is revoked, the legal person shall terminate, and its civil rights and obligations shall be enjoyed and assumed by the successor agency legal person; if there is no successor agency legal person, it shall be enjoyed and assumed by the agency legal person that made the revocation decision.

No.90 Nine rural collective economic organizations shall obtain legal personality according to law.

Where there are provisions on rural collective economic organizations in laws and administrative regulations, such provisions shall be followed.

Article [-] Cooperative economic organizations in urban and rural areas shall obtain the status of legal persons according to law.

Where there are provisions on urban and rural cooperative economic organizations in laws and administrative regulations, such provisions shall be followed.

Article [-] Residents' committees and villagers' committees have the legal person status of grassroots mass self-governing organizations and may engage in civil activities required to perform their functions.

Where a village collective economic organization has not been established, the villagers committee may perform the functions of the village collective economic organization in accordance with the law.

Chapter 4 Unincorporated Organizations

Article [-] An unincorporated organization is an organization that does not have the status of a legal person, but can engage in civil activities in its own name according to law.

Unincorporated organizations include sole proprietorships, partnerships, professional service organizations without legal personality, etc.

Article [-] Unincorporated organizations shall be registered in accordance with the provisions of the law.

If the establishment of an unincorporated organization requires the approval of the relevant authorities as required by laws and administrative regulations, such provisions shall be followed.

Article [-] Where the property of an unincorporated organization is insufficient to pay off its debts, its contributors or founders shall bear unlimited liability.Where the law provides otherwise, follow its provisions.

Article [-] An unincorporated organization may designate one or more persons to represent the organization in civil activities.

Article [-] Under any of the following circumstances, an unincorporated organization shall be dissolved:
([-]) The period of existence stipulated in the articles of association expires or other reasons for dissolution stipulated in the articles of association occur;

([-]) The investor or founder decides to dissolve;

([-]) Other circumstances prescribed by law.

Article [-] Where an unincorporated organization is dissolved, it shall be liquidated according to law.

Article 3 In addition to applying the provisions of this Chapter, unincorporated organizations shall refer to the relevant provisions of Section [-] of Chapter [-] of this Part.

Chapter 5 Civil Rights
Article [-] The personal freedom and personal dignity of natural persons shall be protected by law.

Article 110 A natural person shall enjoy the right to life, body, health, name, portrait, reputation, honor, privacy, marital autonomy, and other rights.

Legal persons and unincorporated organizations enjoy the right to name, reputation and honor.

Article 110 Personal information of natural persons is protected by law.Any organization or individual that needs to obtain personal information of others shall obtain it according to law and ensure information security, and shall not illegally collect, use, process, or transmit personal information of others, and shall not illegally buy, sell, provide or disclose personal information of others.

Article 110 The personal rights of natural persons arising from marriage and family relations are protected by law.

Article 110 The property rights of civil subjects shall be equally protected by law.

Article 110 Civil subjects enjoy property rights according to law.

Real right is the right holder's direct control and exclusive right to a specific property according to law, including ownership, usufruct right and security real right.

Article 110 Property includes immovable property and movable property.Where the law stipulates that rights are the object of real rights, such provisions shall be followed.

Article 110. The types and contents of property rights shall be prescribed by law.

Article 110 For the needs of the public interest, if real estate or movable property is expropriated or requisitioned in accordance with the authority and procedures prescribed by law, fair and reasonable compensation shall be given.

Article 110 Civil subjects shall enjoy creditor's rights according to law.

Creditor's right is the right of the obligee to request a specific obligor to perform or refrain from performing a certain act due to contract, tort, management without cause, unjust enrichment and other provisions of the law.

Article 110 A contract established in accordance with the law shall be legally binding on the parties.

Article 120 Where civil rights and interests are infringed, the infringed has the right to request the infringer to bear the tort liability.

Article 120 Where there is no statutory or agreed obligation, a person who conducts management to avoid loss of interests of others has the right to request the beneficiary to reimburse the necessary expenses incurred thereby.

Article 120 The person who has suffered losses has the right to request the return of improper benefits due to others having no legal basis for obtaining improper benefits.

Article 120 The third civil subject enjoys intellectual property rights according to law.

Intellectual property rights are the exclusive rights enjoyed by obligees in accordance with the law on the following objects:
([-]) works;
([-]) Inventions, utility models, and designs;
([-]) Trademarks;
([-]) Geographical indications;
([-]) business secrets;
([-]) Layout design of integrated circuits;
([-]) new varieties of plants;

([-]) Other objects specified by law.

Article 120 Natural persons shall enjoy the right of inheritance according to law.

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

Article 120 Civil subjects shall enjoy equity and other investment rights according to law.

Article 120 Civil subjects shall enjoy other civil rights and interests stipulated by law.

Article 120: Where laws provide for the protection of data and network virtual property, follow those provisions.

Article 120 Where laws have special provisions on the protection of the civil rights of minors, the elderly, the disabled, women, consumers, etc., follow those provisions.

Article 120 Civil rights may be obtained on the basis of civil juristic acts, factual acts, events prescribed by law, or other methods prescribed by law.

Article 130 Civil subjects shall exercise their civil rights according to their own will, without interference.

Article 130 When a civil subject exercises its rights, it shall perform the obligations stipulated by law and agreed upon by the parties.

Article 130 [-] Civil subjects shall not abuse their civil rights to damage national interests, social public interests, or the legitimate rights and interests of others.

Chapter 6 Civil Juristic Acts
Section [-] General Provisions

Article 130 The third civil juristic act is an act of establishing, changing, or terminating a civil legal relationship through an expression of will by a civil subject.

Article 130 A civil juristic act can be established based on the unanimous declaration of will of two or more parties, or it can be established based on the declaration of will of one party.

Where a legal person or an unincorporated organization makes a resolution in accordance with the law or the rules of discussion and voting procedures stipulated in the articles of association, the act of resolution is established.

Article 130 Civil juristic acts may be in written form, oral form or other forms; where laws, administrative regulations stipulate or parties agree to adopt a specific form, the specific form shall be adopted.

Article 130 A civil juristic act becomes effective upon establishment, unless otherwise stipulated by law or otherwise agreed upon by the parties.

The actor shall not modify or terminate the civil juristic act without the law or without the consent of the other party.

Section [-] Meaning

Article 130 An expression of will made in the form of dialogue becomes effective when the other person knows its content.

An expression of intention made in a non-dialogue manner becomes effective when it reaches the counterparty.For an expression of intent in the form of a data message made in a non-dialogue manner, if the counterparty designates a specific system to receive the data message, the data message will take effect when the data message enters the specific system; Its system takes effect.If the parties agree otherwise on the effective time of the expression of intention in the form of data messages, such agreement shall prevail.

Article 130 If there is no declaration of intention by the counterparty, it shall take effect when the declaration is completed.Where the law provides otherwise, follow its provisions.

Article 130 A declaration of intent made in the form of an announcement shall take effect when the announcement is issued.

Article 140 The actor may expressly or implicitly express his will.

Silence can only be regarded as an expression of intention when there are legal provisions, agreements between the parties, or in accordance with the transaction habits between the parties.

Article 140 The actor may withdraw the declaration of will.The notice of withdrawal of the declaration of intent shall reach the counterparty before or at the same time as the declaration of intent.

Article 140 The interpretation of the expression of intention of the relative party shall determine the meaning of the expression of intention according to the words and sentences used, in combination with relevant clauses, the nature and purpose of the act, custom and the principle of good faith.

The interpretation of the expression of intention without the counterparty cannot be completely restricted to the words and sentences used, but should be combined with relevant clauses, the nature and purpose of the behavior, custom and the principle of good faith to determine the true meaning of the actor.

Section [-] Effect of Civil Juristic Acts

Article 140 A civil juristic act that meets the following conditions is valid:
([-]) The perpetrator has the corresponding capacity for civil conduct;
([-]) The intention expresses the truth;
([-]) Do not violate the mandatory provisions of laws and administrative regulations, and do not violate public order and good customs.

Article 140 A civil juristic act performed by a person without capacity for civil conduct is invalid.

Article 140 A civil juristic act purely for profit or a civil juristic act commensurate with his or her age, intelligence, or mental health performed by a person with limited capacity for civil conduct is effective; other civil juristic acts performed by a person with limited capacity for civil conduct are effective upon the consent or ratification of the legal representative.

The counterparty may urge the legal representative to ratify within [-] days from the date of receipt of the notice.If the legal representative fails to make a statement, it shall be deemed as a refusal to ratify.Before a civil juristic act is ratified, a bona fide counterpart has the right to revoke it.The withdrawal shall be made by means of notice.

Article 140 A civil juristic act performed by an actor and a counterpart who expresses a false intention is invalid.

The effectiveness of a concealed civil juristic act expressed falsely shall be dealt with in accordance with relevant legal provisions.

Article 140 For a civil juristic act based on a major misunderstanding, the perpetrator has the right to request the people's court or arbitration institution to revoke it.

Article 140 Where one party uses fraudulent means to cause the other party to carry out a civil juristic act contrary to its true intention, the fraudulent party has the right to request the people's court or an arbitration institution to revoke it.

Article 140 Where a third party commits a fraudulent act, causing a party to perform a civil juristic act contrary to its true intention, and the other party knows or should have known about the fraudulent act, the fraudulent party has the right to request the people's court or an arbitration institution to revoke it.

Article 150 Where a party or a third party coerces the other party to perform a civil juristic act contrary to its true intention, the coerced party has the right to request the people's court or an arbitration institution to revoke it.

Article 150 If one party takes advantage of the other party's distress, lack of judgment, etc., to make the civil juristic act unfair when established, the aggrieved party has the right to request the people's court or arbitration institution to revoke it.

Article 150 Under any of the following circumstances, the right of revocation shall be extinguished:
([-]) The party concerned fails to exercise the right of revocation within one year from the date when he or she knows or should have known the reasons for revocation, or within [-] days from the date when a party with a major misunderstanding knows or should have known the reasons for revocation;
([-]) The party is coerced and fails to exercise the right of revocation within one year from the date of termination of the coercion;
([-]) After the parties know the reasons for revocation, they expressly waive the right of revocation or express through their own actions.

If the party fails to exercise the right of revocation within five years from the date of the civil juristic act, the right of revocation shall be extinguished.

Article 150 The third civil juristic act that violates the mandatory provisions of laws and administrative regulations is invalid.However, this mandatory provision does not render the civil juristic act invalid.

Civil legal acts that violate public order and good customs are invalid.

Article 150 A civil juristic act in which the actor and the other party maliciously collude to damage the lawful rights and interests of others is invalid.

Article 150 An invalid or revoked civil juristic act has no legal binding force from the beginning.

Article 150 Where a part of a civil juristic act is invalid and does not affect the validity of other parts, the other parts remain valid.

Article 150 After a civil juristic act is invalid, revoked, or determined to be ineffective, the perpetrator shall return the property obtained by the act; if it cannot be returned or it is not necessary to return it, it shall be compensated at a discounted price.The party at fault shall compensate the other party for its losses; if all parties are at fault, they shall bear corresponding responsibilities.Where the law provides otherwise, follow its provisions.

Section [-] Additional Conditions and Deadlines for Civil Juristic Acts
Article 150 Civil juristic acts may be subject to conditions, except those that cannot be subject to conditions according to their nature.A civil juristic act subject to conditions for becoming effective shall become effective when the conditions are fulfilled.A civil juristic act with termination conditions shall become invalid when the conditions are fulfilled.

Article 150 In a civil juristic act subject to conditions, if the parties improperly prevent the fulfillment of the conditions for their own benefit, the conditions shall be deemed to have been fulfilled; if the conditions are improperly promoted, the conditions shall be deemed not to be fulfilled.

Article 160 Civil juristic acts may be subject to a time limit, except for those that cannot be subject to a time limit due to their nature.A civil juristic act with an effective time limit shall take effect when the time limit expires.A civil juristic act with a time limit for termination shall become invalid upon the expiration of the time limit.

Chapter 7 Proxy
Section [-] General Provisions

Article 160 Civil subjects may implement civil juristic acts through agents.

According to the provisions of the law, the agreement of the parties, or the nature of the civil juristic act, the civil juristic act that should be performed by the person himself shall not be represented.

Article 160 Civil juristic acts performed by an agent in the name of the principal within the power of agency shall take effect on the principal.

Article 160 The third agency includes entrusted agency and statutory agency.

The entrusted agent exercises the power of agency in accordance with the entrustment of the principal.The legal representative exercises the power of agency in accordance with the provisions of the law.

Article 160 Where an agent fails to perform or does not fully perform its duties and causes damage to the principal, it shall bear civil liability.

Where the agent and the counterpart collude maliciously and damage the lawful rights and interests of the principal, the agent and the counterpart shall bear joint and several liabilities.

Section [-] Entrusted Agent
Article 160 Where the power of attorney is in written form, the power of attorney shall specify the name of the agent, matters to be represented, authority and time limit, and shall be signed or sealed by the principal.

Article 160 Where several persons are agents for the same agency matter, they shall jointly exercise the power of agency, unless otherwise agreed by the parties.

Article 160 If the agent knows or should know that the agency is illegal and still implements the agency, or the principal knows or should know that the agent's agency is illegal and does not express objection, the principal and the agent shall bear joint and several liabilities.

Article 160 An agent may not perform civil juristic acts against himself in the name of the principal, unless the principal agrees or ratifies it.

An agent may not, in the name of the principal, carry out civil juristic acts with other persons whom he represents at the same time, unless both parties agree or ratify it.

Article 160 Where an agent needs to entrust a third party to act as an agent, it shall obtain the consent or ratification of the principal.

If the commissioning of an agent is approved or ratified by the principal, the principal may directly instruct the commissioned third party on the agency affairs, and the agent shall only be responsible for the selection and appointment of the third party and the instructions to the third party.

If the agent is delegated without the consent or ratification of the principal, the agent shall bear responsibility for the acts of the delegated third party; exception.

Article 170 Civil juristic acts carried out in the name of a legal person or an unincorporated organization by personnel performing tasks within the scope of their functions and powers shall be effective against the legal person or unincorporated organization.

Legal persons or unincorporated organizations shall not oppose bona fide counterparties to restrictions on the scope of authority of personnel performing their tasks.

Article 170 If the actor does not have the power of agency, exceeds the power of agency, or the power of agency has terminated, and still performs the act of agency without ratification by the principal, it shall not be effective against the principal.

The counterparty may urge the principal to ratify within [-] days from the date of receipt of the notice.If the principal fails to make a statement, it shall be deemed as a refusal to ratify.Before the act performed by the perpetrator is ratified, the bona fide relative has the right to revoke it.The withdrawal shall be made by means of notice.

If the act performed by the actor has not been ratified, the bona fide counterparty has the right to request the actor to perform the debt or request the actor to compensate for the damage suffered.However, the scope of compensation shall not exceed the benefit that the counterparty can obtain at the time of ratification by the principal.

If the counterparty knows or should have known that the actor has no right to act as an agent, the counterparty and the actor shall bear the liability according to their respective faults.

Article 170 Where the actor does not have the power of agency, exceeds the power of agency, or has terminated the power of agency, and still performs the act of agency, and the counterparty has reason to believe that the actor has the power of agency, the act of agency is valid.

Section [-] Agency Termination
Article 170 Under any of the following circumstances, the entrusted agency shall be terminated:

([-]) The agency period expires or the agency affairs are completed;
([-]) The principal cancels the entrustment or the agent resigns the entrustment;

([-]) The agent loses the capacity for civil conduct;

([-]) The agent or principal dies;
([-]) Termination of legal persons and unincorporated organizations acting as agents or principals.

Article 170 After the death of the principal, under any of the following circumstances, the agency act performed by the entrusting agent shall be valid:

([-]) The agent did not know and should not have known the death of the principal;
([-]) The heir of the principal shall recognize it;
([-]) It is specified in the authorization that the power of agency shall terminate when the agency affairs are completed;
([-]) It has been implemented before the principal's death, and the agency continues for the benefit of the principal's heirs.

If the legal person or unincorporated organization serving as the principal terminates, the provisions of the preceding paragraph shall apply by reference.

Article 170 Under any of the following circumstances, the statutory agency shall be terminated:

([-]) The principal has acquired or recovered full capacity for civil conduct;
([-]) The agent loses the capacity for civil conduct;

([-]) The agent or principal dies;
([-]) Other circumstances prescribed by law.

Chapter 8 Civil Liability
Article 170 Civil subjects shall perform civil obligations and bear civil liabilities in accordance with the law or in accordance with the agreement of the parties.

Article 170 Two or more persons shall bear share of responsibilities in accordance with the law, and if the size of the responsibilities can be determined, each shall bear the corresponding responsibilities; if it is difficult to determine the size of the responsibilities, the responsibilities shall be shared equally.

Article 170 Where two or more persons bear joint and several liabilities in accordance with the law, the obligee has the right to request some or all of the joint and several persons to assume responsibility.

The liability shares of joint and several persons shall be determined according to their respective responsibilities; if it is difficult to determine the responsibilities, the responsibilities shall be shared equally.Jointly and severally liable persons who actually bear liabilities exceeding their own share of liability have the right to seek compensation from other jointly and severally liable persons.

Joint liability shall be stipulated by law or agreed upon by the parties.

Article 170 The main ways to bear civil liability are:

([-]) stop the infringement;
([-]) Eliminate obstructions;
([-]) Elimination of danger;
([-]) return of property;
([-]) Restoration to the original state;
([-]) Repair, rework and replacement;
([-]) Continue to perform;
([-]) compensation for losses;
([-]) Pay liquidated damages;

([-]) Eliminate influence and restore reputation;
([-]) Make an apology.

Where the law stipulates punitive damages, such provisions shall be followed.

The methods of bearing civil liability stipulated in this article may be applied individually or in combination.

Article 180 Where civil obligations cannot be performed due to force majeure, civil liability shall not be borne.Where the law provides otherwise, follow its provisions.

Force majeure is an objective situation that cannot be foreseen, unavoidable and insurmountable.

Article 180 Where damage is caused by legitimate defense, civil liability shall not be borne.

Where legitimate defense exceeds the necessary limit and causes undue damage, the person in legitimate defense shall bear appropriate civil liability.

Article 180 Where damage is caused due to emergency avoidance, the person who caused the danger shall bear civil liability.

If the danger is caused by natural causes, the emergency avoider shall not bear civil liability and may be given appropriate compensation.

If the emergency avoidance measures are improperly taken or exceed the necessary limit, causing undue damage, the emergency avoidance person shall bear appropriate civil liability.

Article 180 Where he suffers damage due to the protection of the civil rights and interests of others, the infringer shall bear civil liability, and the beneficiary may make appropriate compensation.If there is no infringer, the infringer escapes or is unable to bear civil liability, and the victim requests compensation, the beneficiary shall make appropriate compensation.

Article 180 If the voluntary implementation of emergency rescue causes damage to the recipient, the rescuer shall not bear civil liability.

Article 180 Whoever infringes on the names, portraits, reputations, and honors of heroes and martyrs, and damages the public interest shall bear civil liability.

Article 180 If one party's breach of contract damages the other party's personal rights and property rights, the aggrieved party has the right to choose to request it to bear the liability for breach of contract or tort liability.

Article 180 Where a civil subject shall bear civil liability, administrative liability and criminal liability for the same act, the assumption of administrative liability or criminal liability shall not affect the assumption of civil liability; if the assets of the civil subject are not sufficient to pay, priority shall be given to bearing civil liability.

Chapter 9 Statute of limitations
Article 180 The statute of limitations for applying to the people's court for the protection of civil rights is three years.Where the law provides otherwise, follow its provisions.

The statute of limitations period is calculated from the date when the obligee knows or should know that the rights have been damaged and the obligor.Where the law provides otherwise, follow its provisions.However, if the rights have been damaged for more than 20 years, the people's court shall not grant protection. In special circumstances, the people's court may decide to extend the rights based on the right holder's application.

Article 180 Where the parties agree to perform the same debt in installments, the limitation period shall be calculated from the date when the last installment period expires.

Article 190 The statute of limitations period for a person without or with limited capacity for civil conduct to claim his legal representative shall be calculated from the date when the legal representative is terminated.

Article 190 The statute of limitations for a minor's right to claim damages for sexual assault is calculated from the day the victim turns eighteen.

Article 190 When the statute of limitations expires, the obligor may raise a defense of non-performance.

After the statute of limitations expires, if the obligor agrees to perform, he may not use the expiry of the statute of limitations as a defense; if the obligor has voluntarily performed, he may not request return.

Article 190 The people's court shall not take the initiative to apply the statute of limitations.

Article 190 If within the last six months of the limitation period, the right to claim cannot be exercised due to the following obstacles, the limitation period shall be suspended:
([-]) force majeure;
([-]) The person without capacity for civil conduct or the person with limited capacity for civil conduct has no legal representative, or the legal representative dies, loses capacity for civil conduct, or loses the power of agency;

([-]) No heir or estate administrator has been determined after the succession begins;

([-]) The obligee is controlled by the obligor or other persons;

([-]) Other obstacles preventing the obligee from exercising the right of claim.

The statute of limitations period shall expire six months after the date of elimination of the reasons for the suspension of the statute of limitations.

Article 190 Under any of the following circumstances, the statute of limitations shall be interrupted, and the period of statute of limitations shall be recalculated from the time when the relevant procedures are terminated:

([-]) The obligee submits a performance request to the obligor;

([-]) The obligor agrees to perform the obligation;

([-]) The obligee initiates a lawsuit or applies for arbitration;
([-]) Other circumstances that have the same effect as filing a lawsuit or applying for arbitration.

Article 190 The following claims are not subject to the statute of limitations:
([-]) Request to stop the infringement, remove the obstruction, and eliminate the danger;
([-]) The obligees of real property rights and registered movable property rights request the return of property;

([-]) requesting payment of alimony, alimony or alimony;

([-]) Other claims to which the statute of limitations does not apply according to law.

Article 190 The period and calculation method of the statute of limitations, as well as the reasons for suspension and interruption shall be stipulated by law, and the agreement of the parties shall be invalid.

The party's advance waiver of the statute of limitations benefits is invalid.

Article 190 Where there are provisions on the time limit for arbitration in any law, such provisions shall prevail; where there is no such provision, the provisions on the time limit for litigation shall apply.

Article 190 The duration of rights such as the right of rescission and cancellation stipulated by the law or agreed by the parties shall, unless otherwise provided by the law, be calculated from the date when the obligee knows or should know that the right arises. Extended Provisions.Upon the expiry of the duration, the right of revocation, cancellation and other rights shall be extinguished.

Chapter 10 period calculation
The period referred to in Article [-] of the Civil Law is calculated according to the Gregorian calendar year, month, day, and hour.

Article [-] Where a period is calculated on the basis of year, month, and day, the starting day shall not be included, and the period shall be calculated from the next day.

If the period is calculated in hours, it shall be calculated from the time stipulated by law or agreed upon by the parties.

Article [-] If the period is calculated by year and month, the corresponding day of the expiry month shall be the last day of the period; if there is no corresponding date, the last day of the month shall be the last day of the period.

Article [-] If the last day of a period is a statutory holiday, the day following the end of the statutory holiday shall be the last day of the period.

The cut-off time on the last day of the period is 24:[-]; if there are business hours, the cut-off time is the time when business activities are stopped.

Article [-] The calculation method of the period shall be in accordance with the provisions of this Law, unless otherwise stipulated by the law or agreed upon by the parties.

(End of this chapter)