October 1, 2017
General Provisions of the Civil Law of the People’s Republic of China
(Adopted at the Fifth Session of the Twelfth National People’s Congress on March 15, 2017)
Contents
Chapter I General Stipulations
Chapter II Natural Persons
Section 1 Capacity for Civil-law Right and Capacity for Civil Conduct
Section 2 Guardianship
Section 3 Declaration of Missing Persons and Death
Section 4 Self-employed Industrial and Commercial Households and Rural Land Lease-holding Households
Chapter III Legal Persons
Section 1 General Stipulations
Section 2 For-profit Legal Persons
Section 3 Non-profit Legal Persons
Section 4 Special Legal Persons
Chapter IV Unincorporated Organizations
Chapter V Civil-law Rights
Chapter VI Civil Juristic Acts
Section 1 General Stipulations
Section 2 Expression of Intent
Section 3 Validity of Civil Juristic Acts
Section 4 Conditions or Time Limits Attached to Certain Civil Juristic Acts
Chapter VII Agency
Section 1 General Stipulations
Section 2 Agency by Agreement
Section 3 Termination of Agency
Chapter VIII Civil Liability
Chapter IX Limitation of Action
Chapter X Calculation of Time Periods
Chapter XI Supplementary Provisions
Chapter I
General Stipulations
Article 1 This Law is formulated in accordance with the Constitution of the People’s Republic of China for the purposes of protecting the legitimate rights and interests of the persons of the civil law, properly regulating civil relations and maintaining social and economic order, adapting to the need of developing socialism with Chinese characteristics and carrying forward the core socialist values.
Article 2 The civil law adjusts personal and property relations among persons of the civil law with equal status, namely, natural persons, legal persons and unincorporated organizations.
Article 3 The personal rights, property rights and other lawful rights and interests of the persons of the civil law shall be protected by law and shall not be infringed by any organization or individual.
Article 4 All persons of the civil law shall enjoy equal status in civil activities.
Article 5 When engaged in civil activities, all persons shall observe the principle of voluntariness, and establish, alter or terminate civil juristic relations according to their own free will.
Article 6 When engaged in civil activities, all persons shall observe the principle of fairness, and reasonably define the rights and obligations of each party.
Article 7 When engaged in civil activities, all persons shall observe the principle of good faith, be honest and honor commitments.
Article 8 When engaged in civil activities, no person shall violate the law, public order or moral decency.
Article 9 When engaged in civil activities, all persons shall be aware of the need to save resources and protect the environment.
Article 10 Civil disputes shall be settled in accordance with law. In the absence of a law, custom may be followed provided that no public order or moral decency is undermined.
Article 11 Where other laws contain special provisions for civil relations, such provisions shall prevail.
Article 12 The laws of the People’s Republic of China shall be applicable to any civil activity taking place within the territory of the People’s Republic of China, except otherwise provided by law.
Chapter II
Natural Persons
Section 1
Capacity for Civil-law Right and Capacity for Civil Conduct
Article 13 A natural person shall, from the time of birth until the time of death, have the capacity for civil-law right, enjoy civil-law rights and assume civil obligations in accordance with law.
Article 14 All natural persons are equal as regards their capacity for civil-law right.
Article 15 The time recorded in a natural person’s birth certificate shall be the time of his/her birth, and that recorded in the death certificate shall be the time of his/her death. In the absence of either certificate, the time recorded as such in the natural person’s household registration or other valid identity certificate shall be the time of his/her birth or death. If there is sufficient evidence overturning the time recorded in the aforementioned documents, the time that is established by such evidence shall prevail.
Article 16 In case of inheritance or reception of donations, etc. that involves the protection of the interests of a fetus, the fetus shall be deemed as having the capacity for civil-law right. However, such capacity shall be deemed non-existent ab initio if the fetus is stillborn at the time of delivery.
Article 17 A natural person aged 18 or above shall be an adult. A natural person under the age of 18 shall be a minor.
Article 18 An adult shall have full capacity for civil conduct and may independently engage in civil activities.
A minor aged 16 or above who lives mainly on the income earned by himself/herself shall be deemed as a person with full capacity for civil conduct.
Article 19 A minor aged 8 or above shall have limited capacity for civil conduct, and the minor’s legal representative shall act on behalf of the minor in civil juristic activities. A civil juristic act taken by such a minor shall be subject to consent or retroactive confirmation by his/her legal representative, unless the minor purely benefits from the civil juristic act he independently takes or that such an act corresponds the age and intellect of the minor.
Article 20 A minor under the age of 8 shall have no capacity for civil conduct, and the minor’s legal representative shall act on his/her behalf in civil juristic activities.
Article 21 An adult unable to understand his/her own conduct shall have no capacity for civil conduct, and the adult’s legal representative shall act on behalf of the adult in civil juristic activities.
The preceding paragraph shall be applicable to a minor who is 8 years of age or above but is unable to understand his/her own conduct.
Article 22 An adult unable to fully understand his/her own conduct shall have limited capacity for civil conduct, and the adult’s legal representative shall act on behalf of the adult in civil juristic activities. A civil juristic act of such an adult shall be subject to consent or retroactive confirmation by the adult’s legal representative, unless the adult purely benefit from the civil juristic act he/she independently takes or that such an act corresponds the intellect and mental health condition of the adult.
Article 23 The guardian of a person who has no or limited capacity for civil conduct shall be the person’s legal representative.
Article 24 In the event that an adult cannot understand or cannot fully understand his/her own conduct, an interested person or a relevant organization may apply to the people’s court for an affirmation that the adult in question has no or limited capacity for civil conduct.
The people’s court may make a decision on whether a person who was earlier affirmed to have no or limited capacity for civil conduct by a people’s court has limited or full capacity for civil conduct based on the status quo of the person’s intellect and mental health recovery, upon application by that person, an interested person or a relevant organization.
A relevant organization as is prescribed in this Article refers to the residents’ committee, the villagers’ committee, school, medical institution, the women’s federation, the disabled person’s federation, the organization legally established for the elderly, and the civil affairs department, etc.
Article 25 The domicile of a natural person shall be the place of his/her residence recorded in the household registration or other valid identity certificates; if a natural person’s habitual residence and domicile are not the same, the habitual residence shall be deemed as his/her domicile.
Section 2
Guardianship
Article 26 The parents shall have the obligation to support, educate and protect their minor children.
An adult child shall have the obligation to support, assist and protect his/her parents.
Article 27 The parents shall be the guardians of their minor children.
Where the parents of a minor are deceased or lack the competence to be the guardians of the minor, the following persons who have the competence to be a guardian shall act as the guardian in the following prescribed order:
(1) paternal and maternal grandparents;
(2) elder brothers and sisters; and
(3) any other individual or organization that is willing to act as the minor’s guardian, subject to the approval of the residents’ committee, the villagers’ committee or the civil affairs department of the place where the minor’s domicile is located.
Article 28 Where an adult has no or has limited capacity for civil conduct, the following persons who has the competence to be a guardian shall act as the adult’s guardian in the following prescribed order:
(1) spouse;
(2) parents and children;
(3) any other close relative; and
(4) any other individual or organization that is willing to act as the adult’s guardian, subject to the approval of the residents’ committee, the villagers’ committee or the civil affairs department in the place where the ward’s domicile is located.
Article 29 A parent acting as the guardian may designate in his/her will a new guardian for the ward.
Article 30 A guardian may be determined from among the legally qualified persons by an agreement among themselves. The true will of the ward shall be respected in determining the guardian by agreement.
Article 31 In case of a dispute over guardianship, the guardian shall be appointed by the residents’ committee, the villagers’ committee or the civil affairs department in the place where the ward’s domicile is located, and a party concerned disagreeing on the appointment may apply to the people’s court for designating a guardian; a party concerned may also directly apply to the people’s court for designating a guardian.
The residents’ committee, the villagers’ committee, the civil affairs department and the people’s court shall respect the true will of the ward and appoint or designate the guardian from among the legally qualified persons under the principle of best interest of the ward.
If, prior to the appointment of a guardian according to the provisions of the first paragraph of this Article, a ward’s personal rights, property rights and other lawful rights and interests are not under any protection, the residents’ committee, the villager’s committee, a relevant organization prescribed by law, or the civil affairs department in the place of the ward’s domicile is located shall act temporarily as the guardian.
Once appointed, the guardian shall not be replaced without approval; should there be a case of replacement without approval, the appointed guardian shall not be exempted from his obligation.
Article 32 Where there is no person legally qualified as a guardian, the civil affairs department shall act as the guardian, or the residents’ committee or villagers’ committee in the place where the ward’s domicile is located that is capable of fulfilling the guardian’s obligation may act as the guardian.
Article 33 An adult with full capacity for civil conduct may, in advance, consult his/her close relatives, or other individuals or organizations willing to be his/her guardian, and designate in writing his/her future guardian. The guardian thus designated through consultation shall take on the guardian’s obligation when the adult loses all or partial capacity for civil conduct.
Article 34 The guardian is obligated to act on behalf of the ward in civil juristic activities, and protect the ward’s personal rights, property rights and other lawful rights and interests.
The rights of a guardian derived from performance of guardian’s obligation according to law shall be protected by law.
Where a guardian fails to fulfill his/her obligation or infringes upon the lawful rights and interests of the ward, the guardian shall bear legal liabilities.
Article 35 A guardian shall follow the principle of best interest of the ward when performing the guardian’s obligation. A guardian shall not dispose of the ward’s property unless such disposition is for the purpose of protecting the interests of the ward.
When the guardian of a minor makes a decision concerning the minor’s interests in fulfilling the guardian’s obligation, he/she shall respect the true will of the minor based on the age and intellect of the minor.
The guardian of an adult shall respect to the maximum the true will of the adult, and ensure that the adult’s civil juristic acts fit his/her intellect and mental health condition, and shall assist him/her in taking such acts. The guardian shall not interfere with the matters that the ward is capable of dealing with independently.
Article 36 Under any of the following circumstances and upon application of an individual or organization concerned, the people’s court shall disqualify a guardian, arrange for necessary temporary guardianship, and appoint a new guardian in the best interest of the ward:
(1) The guardian has caused severe physical or mental damage to the ward;
(2) The guardian neglects his/her obligation, or is unable to fulfill his/her obligation but refuses to entrust all or part of the obligation to another person, thus putting the ward in jeopardy; and
(3) The guardian commits any other act that severely infringes upon the lawful rights and interests of the ward.
A relevant individual and organization prescribed in this Article refers to any other person legally qualified to act as the guardian, the residents’ committee, the villagers’ committee, school, medical institution, women’s federation, disabled persons’ federation, child protection organization, organization legally established for the elderly, and civil affairs department.
Where the individual and the organization other than the civil affairs department, as is prescribed in the preceding paragraph, fail to apply in time for the disqualification of a guardian, the civil affairs department shall make the application to the people’s court.
Article 37 A parent, child or spouse obligated to support his/her ward according to law shall continue to fulfill such an obligation after being disqualified as guardian by the people’s court.
Article 38 Where a parent or child who has been disqualified as guardian by the people’s court shows true repentance and applies to the people’s court for being reinstated, the court may, as it deems appropriate and on the prerequisite that the true will of the ward is respected, reinstate the guardianship, except where the disqualified guardian committed intentional offense to the ward. In the case of reinstatement of the aforementioned guardianship, the guardianship between the ward and the guardian appointed by the people’s court shall at the same time be terminated.
Article 39 A guardianship shall be terminated under any of the following circumstances:
(1) The ward obtains or regains full capacity for civil conduct;
(2) The guardian loses the competence to be a guardian;
(3) The ward or the guardian is dead; and
(4) Any other circumstance where the people’s court rules to terminate the guardianship.
Where a ward is still in need of a guardian after the termination of the guardianship, a new guardian shall be appointed according to law.
Section 3
Declaration of Missing Persons and Death
Article 40 If the whereabouts of a natural person have been unknown for two years, an interested person may apply to the people’s court for declaring the said natural person as a missing person.
Article 41 The time of a natural person’s whereabouts becoming unknown shall be counted from the date when the natural person has not been heard of ever since. If a person is missing during a war, the time of his whereabouts becoming unknown shall be counted from the date the war is ended or from the date determined by the relevant authority.
Article 42 A missing person’s property shall be placed in the custody of his/her spouse, adult children, parents, or other persons willing to act as the custodian.
In the case of a dispute over the custody of a missing person’s property, a custodian shall be appointed by the people’s court in the absence of such a person as prescribed in the preceding paragraph or if none of the persons prescribed in the preceding paragraph is capable of acting as the custodian.
Article 43 A custodian shall properly manage the property of the missing person and protect his/her property rights and interests.
Any taxes, debts and other expenses owed by a missing person shall be defrayed by the custodian out of the missing person’s property.
A custodian who, intentionally or due to gross negligence, causes damage to the property of the missing person shall bear the liability for compensation.
Article 44 Where a custodian fails to fulfill his/her obligation, or infringes upon the property rights or interests of the missing person, or loses the competence to take custody of the property, an interested person may apply to the people’s court for replacing the custodian.
A custodian may, with justifiable reasons, apply to the people’s court for being replaced.
Where the people’s court decides to have a custodian replaced, the new custodian is entitled to request that the former custodian promptly transfer relevant property and report on the property that was in his/her custody.
Article 45 Where a missing person appears, the people’s court shall, upon application by the missing person or an interested person, revoke the declaration of his/her being missing.
Article 46 An interested person may apply to the people’s court for declaring the death of a natural person under either of the following circumstances:
(1) The natural person’s whereabouts have been unknown for four years; or
(2) The natural person’s whereabouts have been unknown for two years due to an accident.
Where a natural person whose whereabouts have been unknown due to an accident and his/her being alive has been proved impossible by the relevant authority, the declaration of his/her death shall not be bound by the two-year time limit.
Article 47 Where an interested person applies to the people’s court for declaration of the death of a natural person while another interested person applies for declaring that natural person missing, the people’s court shall declare that the natural person is dead if the conditions for declaration of death prescribed in this Law are satisfied.
Article 48 Where a natural person is declared dead by the people’s court, the date of his/her death shall be the date on which the people’s court makes the judgment declaring his/her death. Where a natural person is declared dead because his/her whereabouts have been unknown due to an accident, the date of his/her death shall be the date on which the accident happens.
Article 49 Where a natural person is declared dead while he is actually alive, the validity of his/her civil juristic acts during the period of death declared shall not be affected.
Article 50 Where a person declared dead reappears, the people’s court shall, upon application made by that person or an interested person, revoke the declaration of his/her death.
Article 51 The marital relationship of a person declared dead shall end on the date of the declaration of his/her death; where the declaration of the person’s death is revoked, the aforementioned marital relationship shall automatically resume, unless his/her spouse is remarried to another person or refuses to resume the marriage with him/her in a written statement to the marriage registration office.
Article 52 Where a child of a person has been legally adopted during the period the person is declared dead, the person shall not, after his/her death declaration is revoked, claim that the adoption is invalid on the ground that the adoption is carried out without his/her consent.
Article 53 A person whose death declaration is revoked is entitled to request the return of his/her property which has been acquired by a person of the civil law under the Inheritance Law. Where his/her property cannot be returned, he/she shall be appropriately compensated.
Where an interested person acquires the property of a person who is declared dead because the interested person has concealed the true situation of the latter, the interested person shall return the acquired property and be liable for compensating the losses caused thereby.
Section 4
Self-employed Industrial and Commercial Households and
Rural Land Lease-holding Households
Article 54 A lawfully registered industrial or commercial business operated by one or several natural person(s) in a household is a self-employed industrial and commercial household. A self-employed industrial and commercial household may name the business it runs.
Article 55 The member(s) of a rural economic collective in a household who has (have) lawfully obtained the contractual right to manage rural land and engage(s) in the management of land as stipulated in the contract is a rural land lease-holding household.
Article 56 The debts of a self-employed industrial and commercial household shall be secured with the property of the natural person(s) who operate(s) the business in his(their) own name(s), or with the property of the household if the business is operated in the name of the household or if it is impossible to determine the operator.
The debts of a rural land lease-holding household shall be secured with the property of the household engaging in the land contractual management. Where only part of the members of a household actually engage in the management, the debts shall be secured with the property of those members.
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.
Section 3
Validity of Civil Juristic Acts
Article 143 A civil juristic act shall be valid provided the following conditions are met:
(1) The person has corresponding capacity for civil conduct;
(2) The intent expressed is genuine; and
(3) The act in question is not in violation of the mandatory provisions of a law or an administrative regulation, nor it undermines the public order or moral decency.
Article 144 A civil juristic act taken by a person who has no capacity for civil conduct shall be invalid.
Article 145 A civil juristic act taken by a person with limited capacity for civil conduct shall be valid provided such a person purely benefits from the act or the act is compatible to the person’s age, intelligence and mental health. A civil juristic act other than the aforementioned one taken by a person with limited capacity for civil conduct shall be valid upon the consent or retroactive confirmation of the legal representative of the person.
A third party involved in the aforementioned civil legal act may urge the legal representative for a retroactive confirmation within one month from the date the legal representative receives the notice of the said third party. Where the legal representative fails to respond, the non-response shall be deemed as a denial of confirmation. Pending the confirmation, a bona fide third party is entitled to revocation of the civil juristic act. Such a revocation shall be made by notice.
Article 146 A civil juristic act based on false expression of intent by the party taking the act and the third party shall be invalid.
The validity of a civil juristic act concealed by a false expression of intent shall be dealt with in accordance with the relevant provisions of law.
Article 147 A party shall have the right to request the people’s court or arbitration institution to revoke a civil juristic act taken based on major misunderstanding.
Article 148 Where a party, by means of deceit, induces another party to conduct a civil juristic act against the latter’s genuine will, the deceived party shall have the right to request the people’s court or arbitration institution to revoke the civil juristic act.
Article 149 Where a third party practices fraud which causes one party conducts a civil juristic act against its true will, and the other party is aware or ought to be aware of such fraud, the defrauded party shall have the right to request the people’s court or an arbitration institution to revoke the civil juristic act.
Article 150 Where a party is coerced to conduct a civil juristic act against its true will by another party or a third party, the coerced party shall have the right to request the people’s court or an arbitration institution to revoke the civil juristic act.
Article 151 Where a party takes advantage of another party that is in jeopardy or lacks the ability of judgment, which leads to unfairness when a civil juristic act is established, the injured party shall have the right to request the people’s court or an arbitration institution to revoke the civil juristic act.
Article 152 A party’s right for revoking a civil juristic act shall extinguish under any of the following circumstances:
(1) The party fails to exercise such a right within one year from the date on which the party was aware or ought to be aware of the grounds for revocation; or the party with substantial misunderstanding fails to exercise such a right within three months from the date on which the party was aware or ought to be aware of the grounds for revocation;
(2) The party that has acted under coercion fails to exercise such a right within one year from the date of the termination of the coercion; or
(3) The party waives such a right in an expressed way or by its own act after it becomes aware of the grounds for revocation.
The right for revocation shall extinguish if the party fails to exercise such a right within five years from the date on which a civil juristic act is taken.
Article 153 A civil juristic act which is in violation of the mandatory provisions of law or administrative regulations is invalid, except that such mandatory provisions do not invalidate the civil juristic act.
A civil juristic act that undermines public order or moral decency is invalid.
Article 154 A civil juristic act taken based on the malicious collusion of parties and that infringes the lawful rights and interests of others is invalid.
Article 155 An invalid or revoked civil juristic act has no binding legal force from the outset.
Article 156 If a part of a civil juristic act becomes invalid without affecting the validity of the other parts, the other parts shall remain valid.
Article 157 After a civil juristic act becomes invalid or is revoked, or is confirmed not to take legal effect, any property obtained by a party based on the civil juristic act shall be returned. If it is impossible or unnecessary to return the property, compensation shall be made at an estimate price. The party at fault shall compensate the other party for the loss caused thereby. If both parties are at fault, they shall bear liabilities accordingly. If there are laws providing otherwise, such provisions shall prevail.
Section 4
Conditions or Time Limits Attached to Certain Civil Juristic Acts
Article 158 Conditions may be attached to a civil juristic act, except that attachment of conditions is not allowed because of the nature of the civil juristic act. A civil juristic act with conditions for effect attached shall become effective when the said conditions are met. A civil juristic act with the conditions for dissolution attached shall become invalid when the said conditions are met.
Article 159 Where a party, for the sake of its own interests, unjustifiably prevents the fulfillment of the conditions attached to a civil juristic act, the attached conditions shall be deemed as fulfilled; whereas a party unjustifiably hastens the fulfillment of such conditions, the conditions shall be deemed as not fulfilled.
Article 160 Time limits may be attached to a civil juristic act, except attachment of time limits is not allowed because of the nature of the civil juristic act. A civil juristic act attached with the time for its entry into effect shall become effective at that very time. A civil juristic act attached with the time of termination shall become invalid at that very time.
Chapter VII
Agency
Section 1
General Stipulations
Article 161 A person of the civil law may engage in a civil juristic act through an agent.
A civil juristic act that must be taken by the principal pursuant to the provisions of law or the agreement between the parties, or in light of the nature of the civil juristic act, shall not be entrusted to an agent.
Article 162 Where an agent takes a civil juristic act in the name of the principal and within the scope of the power of agency, the civil juristic act shall take effect on the principal.
Article 163 Agency consists of agency by agreement and statutory agency.
An agent by agreement shall exercise the power of agency entrusted by the principal. A statutory agent shall exercise the power of agency as provided for by law.
Article 164 An agent shall bear civil liability if the agent fails to perform, or fails to fully perform the duty of agency and thus causes damage to the principal.
If an agent maliciously collides with another party and damage the legitimate rights and interests of the principal, the agent and the said other party shall bear joint and several liability.
Section 2
Agency by Agreement
Article 165 If the entrustment of an agent by agreement is in writing, in the written entrustment shall be clearly stated the name of the agent, the subject matter entrusted, and the scope and duration of the power of agency, and the written entrustment shall be signed or sealed by the principal.
Article 166 If several agents are entrusted for the same subject matter, the agents shall jointly exercise the power of agency, unless the parties stipulate otherwise.
Article 167 If an agent is aware or ought to be aware that the subject matter entrusted is illegal but still carries it out, or if a principal is aware or ought to be aware that the agent’s acts are illegal but fails to raise objection thereto, the principal and the agent shall bear joint and several liability.
Article 168 An agent shall not carry out a civil juristic act with himself in the name of the principal, unless the principal so agrees or recognizes the act retroactively.
An agent shall not, in the name of the principal, carry out a civil juristic act with any other principal the agent concurrently represents, unless both of the aforementioned principals so agree or recognize the act retroactively.
Article 169 An agent that needs to re-entrust the agency to a third party shall obtain consent or retroactive recognition of the principal.
If the re-entrustment of an agency has been agreed upon or retroactively recognized by the principal, the principal may directly instruct the re-entrusted third party as regard the subject matter of entrustment. The original agent shall only be liable for the appointment of the third party and his own instruction to the third party.
If a consent or retroactively recognition fails to be obtained from the principal for the re-entrustment of an agency, the original agent shall be liable for the acts of the third party that the original party re-entrusts except, however, that the original agent has re-entrusted the third party in an urgent circumstance in order to protect the interests of the principal.
Article 170 A civil juristic act by a person who performs a task assigned by a legal person or an unincorporated organization within the scope of his duty and power and in the name of the legal person or the unincorporated organization, such an act shall take effect on the legal person or the unincorporated organization.
Restrictions on the scope of duty and power of a person performing the tasks assigned by a legal person or an unincorporated organization which are stipulated by the latter shall not be used against a bona fide third party.
Article 171 An act of agency taken ultra vires, without the power of agency, or after the termination of the power of agency shall not take effect on the principal unless such an act is retroactively recognized by the principal.
A third party may urge a principal to retroactively recognize an act of the principal’s agent within one month after the principal receives a notice of such an act. In the absence of a response by the principal, the non-response shall be deemed as a refusal of recognition. Pending the recognition, a bona fide third party shall have the right to revoke the act in question. Revocation of the act shall be made by notice.
If an act of agency is not retroactively recognized, a bona fide third party shall have right to request the party taking the act to pay the debt incurred or compensate for the damage the third party has suffered due to such an act, provided, however, that the amount of compensation shall not be more than the amount the bona fide third party could profit if the principal recognized the act.
If a third party is aware or ought to be aware that the party taking the act has no power of agency, the third party and the party taking the act shall bear the liability respectively based on their own wrongdoing.
Article 172 Where an agent acts ultra vires, without the power of agency or after the termination of the power of agency, if a third party has a reason to believe that the agent has the power of agency, the act of agency shall be valid.
Section 3
Termination of Agency
Article 173 An entrusted agency shall terminate under any of the following circumstances:
(1) The period of agency expires or the entrusted task is completed;
(2) The principal rescinds the entrustment or the agent resigns from
the entrustment;
(3) The agent loses the capacity for civil conduct;
(4) The agent or the principal is deceased; or
(5) The legal person or unincorporated organization of the agent or the principal is terminated.
Article 174 In case of the death of the principal, an act of the entrusted agent shall remain valid under any of the following circumstances:
(1) The agent is unaware or ought to be unaware of the death of the principal;
(2) The act is recognized by the inheritor of the deceased principal;
(3) It is clearly stated in the entrustment that the power of agency ceases upon the completion of the entrusted matter; or
(4) The act of agency started prior to the death of the principal and has been carried on in the interests of the inheritor of the principal.
Where the legal person or an unincorporated organization of the principal is terminated, the provision of the preceding paragraph shall be applied mutatis mutandis.
Article 175 A statutory agency shall terminate under any of the following circumstances:
(1) The principal gains or recovers the capacity for civil conduct;
(2) The agent loses the capacity for civil conduct;
(3) The agent or the principal is deceased; or
(4) Any other circumstance provided for by law.
Chapter VIII
Civil Liability
Article 176 A person of the civil law shall perform civil obligation and bear civil liability as provided for by law or agreed upon between the parties.
Article 177 Where two or more parties should bear proportionate liability according to law, if the liability of each party can be determined, they shall each bear their liability accordingly; otherwise, the said parties shall equally share the liability.
Article 178 Where two or more parties should bear joint and several liability according to law, the right holder is entitled to request part or all of the said parties to bear the liability.
Parties subjected to joint and several liability shall proportionately bear liability as determined based on the portion of liability of each party; if it is impossible to determine the portion of liability of each party, they shall equally share the liability. If a party bears more liability than the share due, the party is entitled to claim compensation from the other party (parties) subjected to joint and several liability.
Joint and several liability shall be provided for by law or agreed upon between the parties.
Article 179 The main ways and means to bear civil liability are as follows:
(1) cessation of infringement;
(2) removal of nuisance;
(3) elimination of danger;
(4) return of property;
(5) restoration to the original condition;
(6) repair, redoing or replacement;
(7) continuance of performance;
(8) compensation for loss;
(9) payment for breach of contract;
(10) elimination of adverse effects and rehabilitation of reputation; and
(11) extension of apology.
If punitive damages are provided for by law, such provisions shall be applied.
The ways and means to bear civil liability provided in this Article may be applied individually or concurrently.
Article 180 If a party is unable to perform the civil obligation due to force majeure, the party shall not bear the civil liability. If the law provides otherwise, such provisions shall prevail.
“Force majeure” means unforeseeable, unavoidable and insurmountable objective conditions.
Article 181 A party shall not be liable for the damage caused by acting out of justifiable defence.
If justifiable defence exceeds the limits of necessity and thus causes undue damage, the party acting out of justifiable defence shall bear the civil liability appropriately.
Article 182 If damage is caused due to an act taken in emergency to avoid danger, the party that gives rise to the danger shall bear the civil liability.
If a danger arises from a natural cause, the party that acts in emergency shall not bear civil liability, but may make appropriate compensate.
If the emergency measures taken are improper or exceed the limits of necessity, thus causing undue damage, the party that acts in emergency shall bear civil liability appropriately.
Article 183 If a party suffers damage for the protection of another’s civil-law rights and interests, the tortfeasor shall be liable for the damage, and the beneficiary may make appropriate compensation. In the absence of a tortfeasor or in the event of the tortfeasor fleeing or lacking the capacity to assume civil liability, if the infringed in question make a claim for compensation, the beneficiary shall make appropriate compensation.
Article 184 A person shall not bear civil liability for acting voluntarily to help another in emergency and thus causes damage to the person being helped.
Article 185 If a party encroaches on the name, portrait, reputation or honor of a hero or a martyr, thus undermining the public interests, the party shall bear the civil liability.
Article 186 If a party breaches a contract and thus infringes on the personal or proprietary right of the other party, the infringed party shall have a claim of his choice against the breaching party for either breach of contract or for tortious liability.
Article 187 If a person of the civil law must bear civil, administrative and criminal liabilities for the same behavior, the assumption of administrative or criminal liability by the said person shall not affect the assumption of civil liability. If the property of the person of the civil law is insufficient to pay for all the liabilities, priority shall be given to paying for the civil liability.
Chapter IX
Limitation of Action
Article 188 The limitation of action shall be three years for applying to the people’s court for the protection of civil-law rights. If the law provides otherwise, such provisions shall prevail.
The limitation period shall be calculated from the date on which the right holder is or ought to be aware of the infringement and the obligator. If the law provided otherwise, such provisions shall prevail. However, a right shall no longer be protected by the people’s court if 20 years have lapsed since the date of the infringement. Under special circumstances, the people’s court may grant an extension of the limitation period upon application of the right holder.
Article 189 If the parties agree on a payment of debt in installment, the limitation period shall be calculated from the date when the last installment is due.
Article 190 The limitation period for a person without capacity for civil conduct or with limited capacity for civil conduct to bring a claim against the said person’s statutory agency shall be calculated from the date when the statutory agency is terminated.
Article 191 Where a minor is sexually assaulted, the limitation period for the minor to make a claim against the sexual assault shall be calculated from the date when the minor reaches the age of 18.
Article 192 Where the limitation period has expired, an obligator may have a defense for non-performance.
After the limitation period has expired, if the obligator agrees to perform the prior obligation, he shall not have a defense on the ground that the limitation period has expired; if the obligator has voluntarily performed the prior obligation, he shall not have a claim of restitution.
Article 193 The people’s court shall not take the initiative to apply the provisions on the limitation of action.
Article 194 If, during the last six months of the limitation period, a right holder is unable to exercise the right to claim because of the following obstacles, the calculation of limitation of action shall be suspended:
(1) where there is force majeure;
(2) where a person without capacity for civil conduct or with limited capacity for civil conduct has no statutory agent, or the person’s statutory agent is deceased or loses the capacity for civil conduct or the power of agency;
(3) where the inheritor or administrator of estate has not been determined after the opening of an inheritance;
(4) where the right holder is controlled by the obligator or another party; or
(5) any other obstacle that makes it impossible for the right holder to exercise the right to claim;
The limitation period shall expire after six months has lapsed counting from the date the ground for the suspension is eliminated.
Article 195 A limitation of action shall be discontinued under any of the following circumstances, and the limitation period shall be counted anew from the time of discontinuance or the termination of the relevant procedure:
(1) The right holder requests the obligator to perform;
(2) The obligator agrees to perform;
(3) The right holder brings a lawsuit or applies for arbitration; or
(4) Any other circumstance that has the same effect as bringing a lawsuit or applying for arbitration.
Article 196 The limitation of action shall not be applicable to the following claims:
(1) a claim for cessation of infringement, removal of a nuisance, or elimination of a danger;
(2) a claim for return of property by a party who has a property right to an immovable or a registered movable property ;
(3) a claim for repayment of the costs of upbringing or support; and
(4) any other claim that is not governed by the limitation of action in accordance with law.
Article 197 The time period, calculation methods and the grounds for suspension and discontinuance of the limitation of action shall be provided for by law. Any agreement on the aforesaid issues between the parties shall be invalid.
A waiver of one’s interests in the limitation of action by a party in advance shall be invalid.
Article 198 Any statute of limitation for arbitration shall be applicable; in the absence of a statute of limitation for arbitration, the provisions on the limitations of action shall be applied mutatis mutandis.
Article 199 The time period of the rights, including the right to revocation and the right to dissolution, which are provided for by law or agreed upon between the parties, shall, except otherwise prescribed by law, be calculated from the date when the right holder is or ought to be aware that he has such a right, and the provisions on the suspension, discontinuance and extension of the limitation of action shall not be applicable. The aforesaid rights, including the right to revocation and the right to dissolution, shall extinguish upon expiration of the time period.
Chapter X
Calculation of Time Periods
Article 200 Time periods referred to in the civil law shall be calculated in term of year, month, day and hour by the Gregorian calendar.
Article 201 When a time period is calculated in term of day, month or year, the day on which the time period begins shall not be counted in and the calculation shall begin on the next day.
When a time period is calculated in term of hour, the calculation of the period shall begin on the time prescribed by law or agreed upon between the parties.
Article 202 When a time period is calculated in term of month or year, the date of the expiration month that is corresponding to the beginning date shall be the last day of the time period. In the absence of a corresponding date, the last day of the expiration month shall be the last day of the time period.
Article 203 If the last day of a time period falls on a statutory holiday, the first day after the holiday shall be deemed as the last day.
The last day shall end at 24:00 hours. If business hours are applicable, the last day shall end at the closing time.
Article 204 The calculation of a time period shall be governed by the provisions of this Law, except otherwise provided for by law or agreed upon between the parties.
Chapter XI
Supplementary Provisions
Article 205 In the civil law, the terms “not less than”, “not more than”, “within” and “expiration/expire” shall include the given figure; the terms “under”, “more than” and “beyond” shall not include the given figure.
Article 206 This Law shall go into effect on October 1, 2017.
Order of the President of the People’s Republic of China
No. 66
The General Provisions of the Civil Law of the People’s Republic of China, adopted at the Fifth Session of the Twelfth National People’s Congress of the People’s Republic of China on March 15, 2017, is hereby promulgated and shall go into effect as of October 1, 2017.
Xi Jinping
President of the People’s Republic of China
March 15, 2017
