The National People’s Congress General Principles of the Civil Law of the People’s Republic of China Order No. 37 [1986] of President April 12, 1986 (Adopted at the Fourth Session of the Sixth National People’s Congress on April 12, 1986 , Promulgated by Order No.37 of the President ContentsChapter I General Provisions Chapter II Citizen (Natural Person) Section 1 Capacity for Civil Rights and Capacity for Civil Conduct Section 2 Guardianship Section 3 Declarations of Missing Persons and Death Section 4 Individual Businesses and Leaseholding Farm Households Section 5 Individual Partnership Chapter III Legal Persons Section 1 General Stipulations Section 2 Enterprise as Legal Person Section 3 Official Organ, Institution and Social Organization as Legal Persons Section 4 Economic Association Chapter IV Civil Juristic Acts and Agency Section 1 Civil Juristic Acts Section 2 Agency Chapter V Civil Rights Section 1 Property Ownership and Related Property Rights Section 2 Creditors’ Rights Section 3 Intellectual Property Rights Section 4 Personal Rights Chapter VI Civil Liability Section 1 General Stipulations Section 2 Civil Liability for Breach of Contract Section 3 Civil Liability for Infringement of Rights Section 4 Methods of Bearing Civil Liability Chapter VII Limitation of Action Chapter VIII Application of Law in Civil Relations with Foreigners Chapter IX Supplementary Provisions Chapter I General Provisions Article 1 This Law is formulated in accordance with the Constitution and the actual situation in our country, drawing upon our practical experience Article 2 The Civil Law of the People’s Republic of China shall adjust property relationships and personal relationships between civil subjects Article 3 Parties to a civil activity shall have equal status. Article 4 In civil activities, the principles of voluntariness, fairness, making compensation for equal value, honesty and credibility shall Article 5 The lawful civil rights and interests of citizens and legal persons shall be protected by law; no organization or individual may infringe Article 6 Civil activities must be in compliance with the law; where there are no relevant provisions in the law, they shall be in compliance Article 7 Civil activities shall have respect for social ethics and shall not harm the public interest, undermine state economic plans or disrupt Article 8 The law of the People’s Republic of China shall apply to civil activities within the People’s Republic of China, except as otherwise The stipulations of this Law as regards citizens shall apply to foreigners and stateless persons within the People’s Republic of China, Chapter II Citizen (Natural Person) Section 1 Capacity for Civil Rights and Capacity for Civil Conduct Article 9 A citizen shall have the capacity for civil rights from birth to death and shall enjoy civil rights and assume civil obligations in Article 10 All citizens are equal as regards their capacity for civil rights. Article 11 A citizen aged 18 or over shall be an adult. He shall have full capacity for civil conduct, may independently engage in civil activities A citizen who has reached the age of 16 but not the age of 18 and whose main source of income is his own labour shall be regarded Article 12 A minor aged 10 or over shall be a person with limited capacity for civil conduct and may engage in civil activities appropriate to A minor under the age of 10 shall be a person having no capacity for civil conduct and shall be represented in civil activities by Article 13 A mentally ill person who is unable to account for his own conduct shall be a person having no capacity for civil conduct and shall A mentally ill person who is unable to fully account for his own conduct shall be a person with limited capacity for civil conduct Article 14 The guardian of a person without or with limited capacity for civil conduct shall be his agent ad litem. Article 15 The domicile of a citizen shall be the place where his residence is registered; if his habitual residence is not the same as his domicile, Section 2 Guardianship Article 16 The parents of a minor shall be his guardians. If the parents of a minor are dead or lack the competence to be his guardian, a person from the following categories who has the competence (1) paternal or maternal grandparent; (2) elder brother or sister; or (3) any other closely connected relative or friend willing to bear the responsibility of guardianship and having approval from the units In case of a dispute over guardianship, the units of the minor’s parents or the neighbourhood or village committee in the place of If none of the persons listed in the first two paragraphs of this article is available to be the guardian, the units of the minor’s Article 17 A person from the following categories shall act as guardian for a mentally ill person without or with limited capacity for civil (1) spouse; (2) parent; (3) adult child; (4) any other near relative; (5) any other closely connected relative or friend willing to bear the responsibility of guardianship and having approval from the unit In case of a dispute over guardianship, the unit to which the mentally ill person belongs or the neighbourhood or village committee If none of the persons listed in the first paragraph of this article is available to be the guardian, the unit to which the mentally Article 18 A guardian shall fulfil his duty of guardianship and protect the person, property and other lawful rights and interests of his ward. A guardian’s rights to fulfil his guardianship in accordance with the law shall be protected by law. If a guardian does not fulfil his duties as guardian or infringes upon the lawful rights and interests of his ward, he shall be held Article 19 A person who shares interests with a mental patient may apply to a people’s court for a declaration that the mental patient is a person With the recovery of the health of a person who has been declared by a people’s court to be without or with limited capacity for civil Section 3 Declarations of Missing Persons and Death Article 20 If a citizen’s whereabouts have been unknown for two years, an interested person may apply to a people’s court for a declaration of If a person’s whereabouts become unknown during a war, the calculation of the time period in which his whereabouts are unknown shall Article 21 A missing person’s property shall be placed in the custody of his spouse, parents, adult children or other closely connected relatives Any taxes, debts and other unpaid expenses owed by a missing person shall defrayed by the custodian out of the missing person’s property. Article 22 In the event that a person who has been declared missing reappears or his whereabouts are ascertained, the people’s court shall, upon Article 23 Under either of the following circumstances, an interested person may apply to the people’s court for a declaration of a citizen’s (1) if the citizen’s whereabouts have been unknown for four years or (2) if the citizen’s whereabouts have been unknown for two years after the date of an accident in which he was involved. If a person’s whereabouts become unknown during a war, the calculation of the time period in which his whereabouts are unknown shall Article 24 In the event that a person who has been declared dead reappears or it is ascertained that he is alive, the people’s court shall, upon Any civil juristic acts performed by a person with capacity for civil conduct during the period in which he has been declared dead Article 25 A person shall have the right to request the return of his property, if the declaration of his death has been revoked. Any citizen Section 4 Individual Businesses and Leaseholding Farm Households Article 26 “Individual businesses” refers to business run by individual citizens who have been lawfully registered and approved to engage in Article 27 “Leaseholding farm households” refers to members of a rural collective economic organization who engage in commodity production under Article 28 The legitimate rights and interests of individual businesses and leaseholding farm households shall be protected by law. Article 29 The debts of an individual business or a leaseholding farm household shall be secured with the individual’s property if the business Section 5 Individual Partnership Article 30 “Individual partnership” refers to two or more citizens associated in a business and working together, with each providing funds, Article 31 Partners shall make a written agreement covering the amount of funds to provide, the distribution of profits, the responsibility for Article 32 The property provided by the partners shall be under their unified management and use. The property accumulated in a partnership operation shall belong to all the partners. Article 33 An individual partnership may adopt a shop name; it shall be approved and registered in accordance with the law and conduct business Article 34 The operational activities of an individual partnership shall be decided jointly by the partners, who each shall have the right to The partners may elect a responsible person. All partners shall bear civil liability for the operational activities of the responsible Article 35 A partnership’s debts shall be secured with the partners’ property in proportion to their respective contributions to the investment Partners shall undertake joint liability for their partnership’s debts, except as otherwise stipulated by law. Any partner who overpays Chapter III Legal Persons Section 1 General Stipulations Article 36 A legal person shall be an organization that has capacity for civil rights and capacity for civil conduct and independently enjoys A legal person’s capacity for civil rights and capacity for civil conduct shall begin when the legal person is established and shall Article 37 A legal person shall have the following qualifications: (1) establishment in accordance with the law; (2) possession of the necessary property or funds; (3) possession of its own name, organization and premises; and (4) ability to independently bear civil liability. Article 38 In accordance with the law or the articles of association of the legal person, the responsible person who acts on behalf of the legal Article 39 A legal person’s domicile shall be the place where its main administrative office is located. Article 40 When a legal person terminates, it shall go into liquidation in accordance with the law and discontinue all other activities. Section 2 Enterprise as Legal Person Article 41 An enterprise owned by the whole people or under collective ownership shall be qualified as a legal person when it has sufficient A Chinese-foreign equity joint venture, Chinese-foreign contractual joint venture or foreign-capital enterprise established within Article 42 An enterprise as legal person shall conduct operations within the range approved and registered. Article 43 An enterprise as legal person shall bear civil liability for the operational activities of its legal representatives and other personnel. Article 44 If an enterprise as legal person is divided or merged or undergoes any other important change, it shall register the change with the When an enterprise as legal person is divided or merged, its rights and obligations shall be enjoyed and assumed by the new legal Article 45 An enterprise as legal person shall terminate for any of the following reasons: (1) if it is dissolved by law; (2) if it is disbanded; (3) if it is declared bankrupt in accordance with the law; or (4) for other reasons. Article 46 When an enterprise as legal person terminates, it shall cancel its registration with the registration authority and publicly announce Article 47 When an enterprise as legal person is disbanded, it shall establish a liquidation organization and go into liquidation. When an enterprise Article 48 An enterprise owned by the whole people, as legal person, shall bear civil liability with the property that the state authorizes it Article 49 Under any of the following circumstances, an enterprise as legal person shall bear liability, its legal representative may additionally (1) conducting illegal operations beyond the range approved and registered by the registration authority; (2) concealing facts from the registration and tax authorities and practising fraud; (3) secretly withdrawing funds or hiding property to evade repayment of debts; (4) disposing of property without authorization after the enterprise is dissolved, disbanded or declared bankrupt; (5) failing to apply for registration and make a public announcement promptly when the enterprise undergoes a change or terminates, thus (6) engaging in other activities prohibited by law, damaging the interests of the state or the public interest. Section 3 Official Organ, Institution and Social Organization as Legal Person Article 50 An independently funded official organ shall be qualified as a legal person on the day it is established. If according to law an institution or social organization having the qualifications of a legal person needs not go through the procedures Section 4 Economic Association Article 51 If a new economic entity is formed by enterprise and an institution that engage in economic association and it independently bears Article 52 If the enterprises or an enterprise and an institution that engage in economic association conduct joint operation but do not have Article 53 If the contract for economic association of enterprises or of an enterprise and an institution specifies that each party shall conduct Chapter IV Civil Juristic Acts and Agency Section 1 Civil Juristic Acts Article 54 A civil juristic act shall be the lawful act of a citizen or legal person to establish, change or terminate civil rights and obligations. Article 55 A civil juristic act shall meet the following requirements: (1) the actor has relevant capacity for civil conduct; (2) the intention expressed is genuine; and (3) the act does not violate the law or the public interest. Article 56 A civil juristic act may be in written, oral or other form. If the law stipulates that a particular form be adopted, such stipulation Article 57 A civil juristic act shall be legally binding once it is instituted. The actor shall not alter or rescind his act except in accordance Article 58 Civil acts in the following categories shall be null and void: (1) those performed by a person without capacity for civil conduct; (2) those that according to law may not be independently performed by a person with limited capacity for civil conduct; (3) those performed by a person against his true intentions as a result of cheating, coercion or exploitation of his unfavorable position (4) those that performed through malicious collusion are detrimental to the interest of the state, a collective or a third party; (5) those that violate the law or the public interest; (6) economic contracts that violate the state’s mandatory plans; and (7) those that performed under the guise of legitimate acts conceal illegitimate purposes. Civil acts that are null and void shall not be legally binding from the very beginning. Article 59 A party shall have the right to request a people’s court or an arbitration agency to alter or rescind the following civil acts: (1) those performed by an actor who seriously misunderstood the contents of the acts; (2) those that are obviously unfair. Rescinded civil acts shall be null and void from the very beginning. Article 60 If part of a civil act is null and void, it shall not affect the validity of other parts. Article 61 After a civil act has been determined to be null and void or has been rescinded, the party who acquired property as a result of the If the two sides have conspired maliciously and performed a civil act that is detrimental to the interests of the state, a collective Article 62 A civil juristic act may have conditions attached to it. Conditional civil juristic acts shall take effect when the relevant conditions Section 2 Agency Article 63 Citizens and legal persons may perform civil juristic acts through agents. An agent shall perform civil juristic acts in the principal’s name within the scope of the power of agency. The principal shall bear Civil juristic acts that should be performed by the principal himself, pursuant to legal provisions or the agreement between the two Article 64 Agency shall include entrusted agency, statutory agency and appointed agency. An entrusted agent shall exercise the power of agency as entrusted by the principal; a statutory agent shall exercise the power of Article 65 A civil juristic act may be entrusted to an agent in writing or orally. If legal provisions require the entrustment to be written, Where the entrustment of agency is in writing, the power of attorney shall clearly state the agent’s name, the entrusted tasks and If the power of attorney is not clear as to the authority conferred, the principal shall bear civil liability towards the third party, Article 66 The principal shall bear civil liability for an act performed by an actor with no power of agency, beyond the scope of his power of An agent shall bear civil liability if he fails to perform his duties and thus causes damage to the principal. If an agent and a third party in collusion harm the principal’s interests, the agent and the third party shall be held jointly liable. If a third party is aware that an actor has no power of agency, is overstepping his power of agency, or his power of agency has expired Article 67 If an agent is aware that the matters entrusted are illegal but still carries them out, or if a principal is aware that his agent’s Article 68 If in the principal’s interests an entrusted agent needs to transfer the agency to another person, he shall first obtain the principal’s Article 69 An entrusted agency shall end under any of the following circumstances: (1) when the period of agency expires or when the tasks entrusted are completed; (2) when the principal rescinds the entrustment or the agent declines the entrustment; (3) when the agent dies; (4) when the principal loses his capacity for civil conduct; or (5) when the principal or the agent ceases to be a legal person. Article 70 A statutory or appointed agency shall end under any of the following circumstances: (1) when the principal gains or recovers capacity for civil conduct; (2) when the principal or the agent dies; (3) when the agent loses capacity for civil conduct; (4) when the people’s court or the unit that appointed the agent rescinds the appointment; or (5) when the guardian relationship between the principal and the agent ends for other reasons. Chapter V Civil Rights Section 1 Property Ownership and Related Property Rights Article 71 “Property ownership” means the owner’s rights to lawfully possess, utilize, profit from and dispose of his property. Article 72 Property ownership shall not be obtained in violation of the law. Unless the law stipulates otherwise or the parties concerned have agreed on other arrangements, the ownership of property obtained Article 73 State property shall be owned by the whole people. State property is sacred and inviolable, and no organization or individual shall be allowed to seize, encroach upon, privately divide, Article 74 Property of collective organizations of the working masses shall be owned collectively by the working masses. This shall include: (1) land, forests, mountains, grasslands, unreclaimed land, beaches and other areas that are stipulated by law to be under collective (2) property of collective economic organizations; (3) collectively owned buildings, reservoirs, farm irrigation facilities and educational, scientific, cultural, health, sports and other (4) other property that is collectively owned. Collectively owned land shall be owned collectively by the village peasants in accordance with the law and shall be worked and managed Collectively owned property shall be protected by law, and no organization or individual may seize, encroach upon, privately divide, Article 75 A citizen’s personal property shall include his lawfully earned income, housing, savings, articles for daily use, objects d’art, books, A citizen’s lawful property shall be protected by law, and no organization or individual may appropriate, encroach upon, destroy or Article 76 Citizens shall have the right of inheritance under the law. Article 77 The lawful property of social organizations, including religious organizations, shall be protected by law. Article 78 Property may be owned joint
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