中华人民共和国民法通则（2009修正）PRC, Civil Law General Principles (2009 Revision)
PRC, Civil Law General Principles (2009 Revision)
(Adopted at the 4th session of the 6th National People 's Congress on April 12, 1986 and amended in accordance with the Decision on Amending Certain Laws which was adopted at the 10th session of the Standing Committee of the 11th National People's Congress on August 27, 2009)
Chapter 1 Basic Principles
Article 1 This Law is formulated in accordance with the Constitution and the actual situation in our country, drawing upon our practical experience in civil activities, for the purpose of protecting the lawful civil rights and interests of citizens and legal persons and correctly adjusting civil relations, so as to meet the needs of the developing socialist modernization.
Article 2 The Civil Law of the People's Republic of China shall adjust property relationships and personal relationships between civil subjects with equal status, that is, between citizens, between legal persons and between citizens and legal persons.
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 be observed.
Article 5 The lawful civil rights and interests of citizens and legal persons shall be protected by law; no organization or individual may infringe upon them.
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 with state policies.
Article 7 Civil activities shall respect social ethics and shall not harm public interest or disrupt social and economic order.
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 stipulated by law.
The provisions of this Law with regard to citizens shall apply to foreigners and stateless persons within the territory of the People's Republic of China, except as otherwise stipulated by law.
Chapter 2 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 bear civil obligations in accordance with the law.
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 and shall be a person with full capacity for civil conduct.
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 as a person with full capacity for civil conduct.
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 his age and intellect; in other civil activities, he shall be represented by his agent ad litem or participate with the consent of his agent ad litem.
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 his agent ad litem.
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 be represented in civil activities by his agent ad litem.
A mentally ill person who is unable to fully account for his own conduct shall be a person with limited capacity for civil conduct and may engage in civil activities appropriate to his mental health; in other civil activities he shall be represented by his legal agent or shall obtain the consent of his legal agent.
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, his habitual residence shall be regarded 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 have no competence to be guardians, one of the following persons who has the competence to be a guardian shall act as his guardian:
1. paternal or maternal grandparents;
(II) elder brother or sister; or
(III) any other closely connected relative or friend willing to bear the responsibility of guardianship and having approval from the units of the minor's parents or from the neighbourhood or village committee in the place of the minor's residence.
In case of a dispute over guardianship, the units of the minor's parents or the neighbourhood or village committee in the place of his residence shall appoint a guardian from among his near relatives. If disagreement over the appointment leads to a lawsuit, the people's court shall make a ruling.
In the absence of guardians as stipulated above, the units of the minor's parents or the neighbourhood or village committee or civil affairs department in the place of the minor's residence shall act as his guardian.
Article 17 The guardian of a mentally ill person without or with limited capacity for civil conduct shall be the following persons:
(III) adult child;
(IV) any other near relative;
(V) any other closely connected relative or friend willing to bear the responsibility of guardianship and having approval from the unit to which the mentally ill person belongs or from the neighbourhood or village committee in the place of his residence.
In the case of a dispute over guardianship, the unit to which the mentally ill person belongs or the neighbourhood or village committee in the place of his residence shall appoint a guardian from among his near relatives. If disagreement over the appointment leads to a lawsuit, the people's court shall make a ruling.
In the absence of a guardian as stipulated above, the mentally ill person's unit or the neighbourhood or village committee or civil affairs department in the place of the mentally ill person's residence shall act as guardian.
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 shall not handle the property of his ward unless it is in the ward's interests.
A guardian's right to fulfil his guardianship in accordance with the law shall receive the protection of the law.
A guardian who fails to perform his guardianship duties or infringes upon the lawful rights and interests of his ward shall be held responsible; and where any property loss is caused to the ward, the guardian shall compensate for such loss. The people's court may disqualify a guardian on application by a concerned person or unit.
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 without or with limited capacity for civil conduct.
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 conduct, and upon his own application or that of an interested person, the people's court may declare him to be a person with limited or full capacity for civil conduct.
Section 3 Declaration 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 the citizen as missing.
If a person's whereabouts become unknown during a war, the time period during which the whereabouts are unknown shall be calculated from the day the war ends.
Article 21 A missing person's property shall be placed in the custody of his spouse, parents, adult children or other closely connected relatives or friends. In case of a dispute over custody, if the persons specified above are unavailable or are incapable of taking such custody, the property shall be placed in the custody of a person appointed by the people's court.
Any taxes, debts and other unpaid expenses owed by a missing person shall be paid 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 his own application or that of an interested person, revoke the declaration of his missing-person status.
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 death:
1. the natural person's whereabouts have been unknown for four years; or
(II) 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 time period during which the whereabouts are unknown shall be calculated from the day the war ends.
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 his own application or that of an interested person, revoke the declaration of his death.
The civil juristic acts performed by a person with capacity for civil conduct during the period in which he has been declared dead shall be valid.
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 or organization that has obtained such property in accordance with the Law of Succession shall return the original property or make appropriate compensation if the original property no longer exists.
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 industrial or commercial operation within the sphere permitted by law. Individual businesses can have a shop name.
Article 27 "Leaseholding farm households" refers to members of a rural collective economic organization who engage in commodity production under a contract and within the spheres permitted by law.
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 is operated by an individual and with the family's property if the business is operated by a family.
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, material objects, techniques and so on according to an agreement.
Article 31 The partners shall conclude a written agreement covering the amount of funds to provide, the distribution of profits, the responsibility for debts, the entering into and withdrawal from partnership, the ending of partnership and other such matters.
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 the partners jointly.
Article 33 An individual partnership may adopt a shop name; it shall be approved and registered in accordance with the law and conduct business operations within the range as approved and registered.
Article 34 The operational activities of an individual partnership shall be decided jointly by the partners, who each shall have the right to carry out and supervise those activities.
The partners may elect a responsible person. All partners shall bear civil liability for the operational activities of the responsible person and other personnel.
Article 35 A partnership's debts shall be secured with the partners' property in proportion to their respective contributions to the investment or according to the agreement made.
Partners shall undertake joint liability for the debts of the partnership, except as otherwise stipulated by law. Any partner whose payment for clearing off the debts of the partnership exceeds the proportion that this partner should bear shall have the right to recover the difference from the other partners.
Chapter 3 Legal Persons
Section 1 General Provisions
Article 36 A legal person shall be an organization that has capacity for civil rights and capacity for civil conduct and independently enjoys civil rights and assumes civil obligations in accordance with the law.
A legal person's capacity for civil rights and capacity for civil conduct arise when the legal person is established and cease to exist when the legal person terminates.
Article 37 A legal person shall have the following qualifications:
1. establishment in accordance with the law;
2. With necessary property or funds;
3. having its own name, organization and premises;
(IV) being able to bear civil liabilities independently.
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 person in exercising its functions and powers shall be its legal representative.
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 funds as stipulated by the state; has articles of association, an organization and premises; has the ability to independently bear civil liability; and has been approved and registered by the competent authority.
Sino-foreign joint equity enterprises, Sino-foreign co-operative enterprises and enterprises with sole foreign investment established within Chinese territory which fulfil the conditions of a legal person shall acquire the status of a Chinese corporation following examination, approval and registration according to the law by the industrial and commercial administrative organs.
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. Separation, merger or other major changes to a corporation shall be registered with the original registering body and publicly announced.
Where an enterprise legal person is divided or merged, its rights and obligations shall be enjoyed and assumed by the legal person that results from the change.
Article 45 An enterprise as legal person shall terminate for any of the following reasons:
1. it is revoked in accordance with the law;
3. if it is declared bankrupt in accordance with the law; or
(IV) other reasons.
Article 46 When an enterprise as legal person terminates, it shall cancel its registration with the registration authority and publicly announce the termination.
Article 47 When an enterprise as legal person is disbanded, it shall establish a liquidation organization and go into liquidation. If a corporation has been annulled or declared bankrupt, the competent authority or a people's court shall organize the organs and personnel concerned to establish a liquidation organization to carry out liquidation.
Article 48 An enterprise owned by the whole people, as legal person, shall bear civil liability with the property that the state authorizes it to manage. An enterprise under collective ownership, as legal person, shall bear civil liability with the property it owns. Sino-foreign joint equity corporations, Sino-foreign co-operative corporations and corporations with sole foreign investment shall all assume civil liability with the property they own, except where otherwise stipulated by law.
Article 49 Under any of the following circumstances, an enterprise as legal person shall bear liability, its legal representative may additionally be given administrative sanctions and fined and, if the offence constitutes a crime, criminal responsibility shall be investigated in accordance with the law:
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;
(III) secretly withdrawing funds or hiding property to evade repayment of debts;
(IV) disposing of property without authorization after the enterprise is dissolved, disbanded or declared bankrupt;
(V) failing to apply for registration and make a public announcement promptly when the enterprise undergoes a change or terminates, thus causing interested persons to suffer heavy losses;
(VI) engaging in other activities prohibited by law, damaging the interests of the state or the public interest.
Section 3 State organs, institutions and social organizations as legal persons
Article 50 An independently funded official organ shall be qualified as a legal person on the day it is established.
An institution or social group which fulfils the criteria of a legal person and which is not required by law to register as a legal person shall acquire the status of a legal person from the date of its establishment. An institution or social group which is required by law to complete procedures for registration as a legal person shall acquire the status of a legal person following examination, approval and registration.
Section 4 Association
Article 51 If a new economic entity is formed by enterprise and an institution that engage in economic association and it independently bears civil liability and has the qualifications of a legal person, the new entity shall be qualified as a legal person after being approved and registered by the competent authority.
Article 52 If the enterprises or an enterprise and an institution that engage in economic association conduct joint operation but do not have the qualifications of a legal person, each party to the association shall, in proportion to its respective contribution to the investment or according to the agreement made, bear civil liability with the property each party owns or manages. If joint liability is specified by law or by agreement, the parties shall assume joint liability.
Article 53 If the contract for economic association of enterprises or of an enterprise and an institution specifies that each party shall conduct operations independently, it shall stipulate the rights and obligations of each party, and each party shall bear civil liability separately.
Chapter 4 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 shall be observed.
Article 57 A civil juristic act shall be legally binding once it is instituted. An actor may not alter or rescind his act except in accordance with the law or with the other party's consent.
Article 58 Civil acts in the following categories shall be null and void:
(I) those performed by a person without capacity for civil conduct;
(II) 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 by the other party;
(IV) those that performed through malicious collusion are detrimental to the interest of the state, a collective or a third party;
(V) those that violate the law or the public interest;
(VI) Where illegal purposes are concealed under the guise of legitimate forms;
An invalid civil act is not 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;
(II) being obviously unfair.
A civil act that is revoked is 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 act shall return it to the party who suffered a loss. The erring party shall compensate the other party for the losses it suffered as a result of the act; if both sides are in error, they shall each bear their proper share of the responsibility.
If the two sides have conspired maliciously and performed a civil act that is detrimental to the interests of the state, a collective or a third party, the property that they have obtained shall be recovered and turned over to the state or the collective, or returned to the third party.
Article 62 A civil juristic act may have conditions attached to it. Conditional civil juristic acts shall take effect when the relevant conditions are met.
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 name of the principal within the scope of the power of agency. The principal shall bear civil liability for the agent's acts of agency.
Civil juristic acts that shall be performed by the principal himself or herself pursuant to legal provisions or the agreement between both parties shall not be entrusted to an agent.
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 agency as prescribed by law; and an appointed agent shall exercise the power of agency as designated by a people's court or the appointing unit.
Article 65 A civil juristic act may be entrusted to an agent in writing or orally. A contract shall be in written form if the law so provides.
Where the entrustment of agency is in writing, the power of attorney shall clearly state the agent's name, the entrusted matters and the scope and duration of the power of agency, and it shall be signed or sealed by the principal.
If the power of attorney is not clear as to the authority conferred, the principal shall bear civil liability towards the third party, and the agent shall be held jointly liable.
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 agency or after his power of agency has expired, only if he recognizes the act retroactively. If the act is not so recognized, the doer shall bear civil liability. If a principal is aware of the performance of a civil act in his name and fails to repudiate it, his consent shall be deemed to have been given.
If an agent fails to perform his duties and thereby causes damage to the principal, he shall undertake civil liability.
If an agent and a third party in collusion harm the interests of the principal, the agent and the third party shall be held jointly liable.
Where 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 and yet joins him in a civil act and thus causes damage to others, the third party and the actor shall be held jointly liable.
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 acts are illegal but fails to object to them, the principal and the agent shall be held jointly liable.
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 consent. If the principal's consent is not obtained in advance, the matter shall be reported to him promptly after the transfer, and if the principal objects, the agent shall bear civil liability for the acts of the transferee; however, an entrusted agency transferred in emergency circumstances in order to protect the principal's interests shall be excepted.
Article 69 An entrusted agency shall be terminated under any of the following circumstances:
1. the term of agency expires or the matters entrusted are completed;
2. the principal dissolves the entrustment or the agent declines the entrustment;
(III) when the agent dies;
4. when the agent loses his or her capacity for civil conduct;
(V) when the principal or the agent ceases to be a legal person.
Article 70 A statutory or designated agency shall be terminated under any of the following circumstances:
1. the principal obtains or recovers the capacity for civil conduct;
2. when the principal or the agent dies;
3. when the agent loses his or her capacity for civil conduct;
(IV) the people's court or the unit that appointed the agent rescinds the appointment; or
(V) the guardian relationship between the principal and the agent is terminated for other reasons.
Chapter 5 Civil Rights
Section 1 Property Ownership and Property Rights Relating to Property Ownership
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. Where property is acquired in accordance with a contract or other legal means, ownership of the property shall pass from the time the property is handed over, unless otherwise stipulated by the law or agreed by the parties.
Article 73 State property shall be owned by the whole people.
State property is sacred and inviolable. It is prohibited for any organisation or individual to occupy, fraudulently seize, privately divide, withhold or damage State property.
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 ownership;
2. property of collective economic organizations;
(III) collectively owned buildings, reservoirs, irrigation and water conservancy facilities and educational, scientific, cultural, health, sports and other facilities;
(IV) 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 operated and managed by village agricultural production cooperatives, other collective agricultural economic organizations or villagers committees. Land already under the ownership of the township (town) peasants' collective economic organizations may be collectively owned by the peasants of the township (town).
Property owned by a collective is protected by law. It is prohibited for any organisation or individual to occupy, fraudulently seize, privately divide, damage or illegally seal up, detain, freeze or confiscate such property.
Article 75 A citizen's personal property shall include his lawfully earned income, housing, savings, articles for daily use, objects d'art, books, reference materials, trees, livestock, as well as means of production the law permits a citizen to possess and other lawful property.
A citizen's lawful property shall be protected by law, and no organization or individual may appropriate, encroach upon, destroy or illegally seal up, distrain, freeze or confiscate it.
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 jointly by two or more citizens or legal persons.
Joint ownership is divided into joint ownership by shares and joint ownership. Each of the co-owners by shares shall enjoy the rights and assume the obligations respecting the property in proportion to his share. The joint owners shall enjoy rights and undertake obligations with regard to the property owned in common.
Every co-owner of property co-owned by share has the right to demand the separation or assignment of his share. When selling a share, however, the other co-owners shall have a pre-emptive right of purchase on equal terms.
Article 79 If the owner of a buried or concealed object is unknown, the object shall belong to the state. The unit that receives the object shall commend or give a material reward to the unit or individual that turns in the object.
Lost articles, flotsam and stray animals found shall be returned to their rightful owners, and any costs thus incurred shall be reimbursed by the owners.
Article 80 State-owned land may be used according to law by units under ownership by the whole people; it may also be lawfully assigned for use by units under collective ownership. The state shall protect the usufruct of the land, and the usufructuary shall be obliged to manage, protect and properly use the land.
The right of citizens and collectives to contract for management of land under collective ownership or of state-owned land under collective use shall be protected by law. The rights and obligations of both parties to the contract shall be stipulated in the contract in accordance with the law.
Land may not be sold, leased, mortgaged or illegally transferred by any other means.
Article 81 State-owned forests, mountains, grasslands, unreclaimed land, beaches, water surfaces and other natural resources may be used according to law by units under ownership by the whole people; or they may also be lawfully assigned for use by units under collective ownership. The state shall protect the usufruct of those resources, and the usufructuary shall be obliged to manage, protect and properly use them.
State-owned mineral resources may be mined according to law by units under ownership by the whole people and units under collective ownership; citizens may also lawfully mine such resources. The state protects lawful mining rights.
The lawful rights of citizens and collectives to manage under contract collectively-owned or State-owned, collectively-utilized forests, mountains, grasslands, unreclaimed land, beaches and water surfaces are protected by law. The rights and obligations of both parties to the contract shall be stipulated in the contract in accordance with the law.
State-owned mineral resources and waters as well as forest land, mountains, grasslands, unreclaimed land and beaches owned by the state and those that are lawfully owned by collectives may not be sold, leased, mortgaged or illegally transferred by any other means.
Article 82 Enterprises under ownership by the whole people shall lawfully enjoy the rights of management over property that the state has authorized them to manage and operate, and the rights shall be protected by law.
Article 83 In the spirit of helping production, making things convenient for people's lives, enhancing unity and mutual assistance, and being fair and reasonable, neighbouring users of real estate shall maintain proper neighbourly relations over such matters as water supply, drainage, passageway, ventilation and lighting. Where the neighboring party is obstructed or suffers from losses, the damage shall be stopped, the obstruction shall be eliminated and the losses shall be compensated for.
Section 2 Debt
Article 84. Debt is the particular relationship involving rights and obligations created between parties in accordance with the stipulations of a contract or provisions of the law. The person who has the right is the creditor and the person who has the obligation is the debtor.
The creditor shall have the right to demand that the debtor fulfil his obligations in accordance with the provisions of the contract or the law.
Article 85 A contract shall be an agreement whereby the parties establish, change or terminate their civil relationship. A contract established in accordance with the law is protected by law.
Article 86 When there are two or more creditors to a deal, each creditor shall be entitled to rights in proportion to his proper share of the credit. When there are two or more debtors to a deal, each debtor shall assume obligations in proportion to his share of the debt.
Article 87 When there are two or more creditors or debtors to a deal, each of the joint creditors shall be entitled to demand that the debtor fulfil his obligations, in accordance with legal provisions or the agreement between the parties; each of the joint debtors shall be obliged to perform the entire debt, and the debtor who performs the entire debt shall be entitled to ask the other joint debtors to reimburse him for their shares of the debt.
Article 88. The parties to a contract shall fully fulfil their obligations pursuant to the terms of the contract.
If a contract contains ambiguous terms regarding quality, time limit for performance, place of performance, or price, and the intended meaning cannot be determined from the context of relevant terms in the contract, and if the parties cannot reach an agreement through consultation, the provisions below shall apply:
1. If quality requirements are unclear, state quality standards shall apply; if there are no state quality standards, generally held standards shall apply.
(II) If the time limit for performance is unclear, the debtor may at his convenience fulfill his obligations towards the creditor; the creditor may also demand at any time that the debtor perform his obligations, but sufficient notice shall be given to the debtor.
(III) if the place of performance is unclear, and the payment is money, the performance shall be effected at the place of residence of the party receiving the payment; if the payment is other than money, the performance shall be effected at the place of residence of the party fulfilling the obligations;
(IV) If the price agreed by the parties is unclear, the state-fixed price shall apply. If there is no state-fixed price, the price shall be based on market price or the price of a similar article or remuneration for a similar service.
If a contract does not contain an agreed term regarding rights to apply for a patent, any party who has completed an invention or creation shall have the right to apply for a patent.
If a contract does not contain an agreement with regard to rights to use scientific or technological achievements, the parties shall all have the right to use such achievements.
Article 89 In accordance with legal provisions or the agreement between the parties, the performance of a debt may be guaranteed using the methods below:
(I) A guarantor may guarantee to the creditor that the debtor shall perform his debt. If the debtor defaults, the guarantor shall perform the debt or bear joint liability according to agreement. After performing the debt, the guarantor shall have the right to claim repayment from the debtor.
(II) The debtor or a third party may offer a specific property as a pledge. If the debtor defaults, the creditor shall be entitled to have priority in satisfying his claim out of the proceeds from the disposal of the mortgaged property in accordance with the law.
(III) Within the limits of relevant legal provisions, a party may deposit with the other party. After the obligor performs the obligation, the deposit shall be offset against the price or returned. If the party that pays the deposit fails to perform its obligation, it has no right to demand the return of the deposit; if the party that receives the deposit fails to perform its obligation, it shall return twice the amount of the deposit.
(IV) If a party has possession of the other party's property according to contract and the other party fails to pay a required sum of money within the specified time limit, the possessor shall have a lien on the property and may keep the retained property to offset the debt or have priority in satisfying his claim out of the proceeds from the sale of the property pursuant to relevant legal provisions.
Article 90 Legitimate loan relationships shall be protected by law.
Article 91 If a party to a contract transfers all or part of his contractual rights or obligations to a third party, he shall obtain the other party's consent and may not seek profits therefrom. Contracts which are required by the law to be approved by the state must be approved by the original approval authority. However, if it is otherwise prescribed by law or in the original contract, it shall be an exception.
Article 92 If profits are acquired improperly and without a lawful basis, resulting in another person's loss, the illegal profits shall be returned to the person who suffered the loss.
Article 93 A person, who manages affairs or provides services for the purpose of preventing the loss of another person's interests without a statutory or contractual obligation, has the right to request the beneficiary to reimburse the necessary expenses incurred.
Section 3 Intellectual Property
Article 94 Citizens and legal persons shall enjoy rights of authorship (copyrights) and shall be entitled to sign their names as authors, issue and publish their works and obtain remuneration in accordance with the law.
Article 95 The patent rights lawfully obtained by citizens and legal persons shall be protected by law.
Article 96 The rights to exclusive use of trademarks obtained by legal persons, individual businesses and individual partnerships shall be protected by law.
Article 97. Citizens enjoy the right of discovery in their own discoveries. A discoverer shall have the right to apply for and receive certificates of discovery, bonuses or other awards.
Citizens who make inventions or other scientific and technological achievements shall have the right to apply for and receive certificates of honor, bonuses or other awards.
Section 4 Personal Rights
Article 98 Citizens shall enjoy the right of life and health.
Article 99 Citizens shall enjoy the right of personal name and shall be entitled to determine, use or change their personal names in accordance with relevant provisions. Interference with, usurpation of and false representation of personal names shall be prohibited.
Legal persons, individual industrial and commercial households and partnerships between individuals enjoy the right to a name. Enterprises as legal persons, individual businesses and partnerships between individuals have the right to use and lawfully assign their own names.
Article 100 Citizens shall enjoy the right of portrait. The use of a citizen's portrait for profit without his consent shall be prohibited.
Article 101 Citizens and legal persons shall enjoy the right of reputation. The personality of citizens shall be protected by law, and the use of insults, libel or other means to damage the reputation of citizens or legal persons shall be prohibited.
Article 102 Citizens and legal persons shall enjoy the right of honour. It shall be prohibited to unlawfully divest citizens and legal persons of their honorary titles.
Article 103 Citizens shall enjoy the right of marriage by choice. Mercenary marriages, marriages upon arbitrary decision by any third party and any other acts of interference in the freedom of marriage shall be prohibited.
Article 104 Marriage, the family, old people, mothers and children shall be protected by law.
The lawful rights and interests of disabled persons shall be protected by law.
Article 105 Women shall enjoy equal civil rights with men.
Chapter 6 Civil Liability
Section 1 General Provisions
Article 106 Citizens and legal persons who breach a contract or fail to fulfil other obligations shall bear civil liability.
A citizen or legal person who through his own fault infringes upon State or collective property or upon another person, or who harms another person, shall assume civil liability.
If he is not at fault but the law stipulates that he shall assume civil liability, he shall assume such liability.
Article 107 Civil liability shall not be borne for failure to perform a contract or damage to a third party if it is caused by force majeure, except as otherwise provided by law.
Article 108 Debts shall be cleared. If a debtor is temporarily unable to repay his debt, he may repay by instalments with the consent of the creditor or a ruling by a people's court. If a debtor is able to repay his debt but refuses to do so, repayment shall be compelled by the decision of a people's court.
Article 109 If a person suffers damages from preventing or stopping encroachment on state or collective property, or the property or person of a third party, the infringer shall bear responsibility for compensation, and the beneficiary may also give appropriate compensation.
Article 110 Citizens or legal persons who bear civil liability shall also be held for administrative responsibility if necessary. If the acts committed by citizens and legal persons constitute crimes, criminal responsibility of their legal representatives shall be investigated in accordance with the law.
Section 2 Civil Liability for Breach
Article 111 Where a party fails to perform its obligations under a contract or its performance fails to satisfy the agreed conditions, the other party shall have the right to demand performance or adoption of remedial measures and claim compensation for its losses.
Article 112 The party that breaches a contract shall be liable for compensation equal to the losses consequently suffered by the other party.
The parties may agree in a contract that if one party breaches the contract, it shall pay a certain amount of liquidated damages to the other party; they may also agree in the contract on a method for calculating the damages for breach of contract.
Article 113 If both parties breach a contract, each party shall bear its respective civil liability.
Article 114 If one party is suffering losses owing to the other party's breach of contract, it shall take prompt measures to prevent the losses from increasing; if it does not promptly do so, it shall not have the right to claim compensation for the additional losses.
Article 115 A party's right to claim compensation for losses shall not be affected by the alteration or termination of a contract.
Article 116. If a party is unable to fulfil its contractual obligations as a result of the actions of a higher authority it shall, as agreed in the contract, compensate the other party or adopt remedial measures, following which the higher authority shall be responsible for handling the loss it will consequently have sustained.
Section 3 Civil Liability for Infringement
Article 117 Anyone who encroaches on the property of the state, a collective or another person shall return the property; failing that, he shall reimburse its estimated price.
Anyone who damages the property of the state, a collective or another person shall restore the property to its original condition or reimburse its estimated price.
If the victim suffers other major losses as a result thereof, the infringer shall also compensate for such losses.
Article 118 If the rights of authorship (copyrights), patent rights, rights to exclusive use of trademarks, rights of discovery, rights of invention or rights for scientific and technological achievements of citizens or legal persons are infringed upon by such means as plagiarism, alteration or imitation, they shall have the right to demand that the infringement be stopped, its ill effects be eliminated and the damages be compensated for.
Article 119 Anyone who infringes upon a citizen's person and causes him physical injury shall pay his medical expenses and his loss in income due to missed working time and shall pay him living subsidies if he is disabled; if the victim dies, the infringe shall also pay the funeral expenses, the necessary living expenses of the deceased's dependents and other such expenses.
Article 120 If a citizen's right of personal name, portrait, reputation or honour is infringed upon, he shall have the right to demand that the infringement be stopped, his reputation be rehabilitated, the ill effects be eliminated and an apology be made; he may also demand compensation for losses.
The provisions of the preceding paragraph shall apply to infringements upon a legal person's right of name, right of reputation or right of honour.
Article 121 If a state organ or its personnel, while executing its duties, encroaches upon the lawful rights and interests of a citizen or legal person and causes damage, it shall bear civil liability.
Article 122 If a substandard product causes property damage or physical injury to others, the manufacturer or seller shall bear civil liability according to law. If the transporter or storekeeper is responsible for the matter, the manufacturer or seller shall have the right to demand compensation for its losses.
Article 123 If any person causes damage to other persons by engaging in operations that are greatly hazardous to the surroundings, such as operations conducted high aboveground, or those involving high pressure, high voltage, combustibles, explosives, highly toxic or radioactive substances or high-speed means of transport, he shall bear civil liability; however, if it can be proven that the damage was deliberately caused by the victim, he shall not bear civil liability.
Article 124 Any person who pollutes the environment and causes damage to others in violation of state provisions for environmental protection and the prevention of pollution shall bear civil liability in accordance with the law.
Article 125 Any constructor who engages in excavation, repairs or installation of underground facilities in a public place, on a roadside or in a passageway without setting up clear signs and adopting safety measures and thereby causes damage to others shall bear civil liability.
Article 126 If a building or any other installation or an object placed or hung on a building collapses, detaches or drops down and causes damage to others, its owner or manager shall bear civil liability, unless he can prove himself not at fault.
Article 127 If a domesticated animal causes harm to any person, its keeper or manager shall bear civil liability. If the harm occurs through the fault of the victim, the keeper or manager shall not bear civil liability. If the harm occurs through the fault of a third party, the third party shall bear civil liability.
Article 128 A person who causes harm in exercising a justifiable defense shall not bear civil liability. If justifiable defence exceeds the limits of necessity and undue harm is caused, an appropriate civil liability shall be borne.
Article 129 If an injury is caused by an action taken to avoid an imminent danger, the person who gave rise to such danger shall bear civil liability. If the danger arose from natural causes, the person who took the emergency actions may either be exempt from civil liability or bear civil liability to an appropriate extent. If the action taken to avoid such danger is improper or exceeds the limits of necessity and undue harm is caused, the person acting to avoid such danger shall bear civil liability on a reasonable basis.
Article 130. If two or more persons jointly infringe upon another person's rights and cause him damage, they shall bear joint liability.
Article 131 If the victim is also at fault for causing the damage, the civil liability of the infringer may be reduced.
Article 132 If none of the parties is at fault in causing damage, they may share civil liability according to the actual circumstances.
Article 133 If a person without or with limited capacity for civil conduct causes damage to others, his guardian shall bear civil liability. If the guardian has done his duty of guardianship, his civil liability may be appropriately reduced.
If a person who has property but is without or with limited capacity for civil conduct causes damage to others, the expenses of compensation shall be paid from his property. Any shortfall shall be appropriately compensated for by the guardian unless the guardian is an entity.
Section 4 Methods of Undertaking Civil Liability
Article 134 Civil liability can be borne mainly in the following ways:
1. cessation of infringement;
(II) Removal of obstacles;
(III) elimination of dangers;
(IV) return of property;
(V) restoration to the original state;
(VI) repair, reworking or replacement;
(VII) compensation for losses;
(VIII) payment of damages for breach of contract;
(IX) elimination of ill effects and rehabilitation of reputation; and
(X) extension of apology.
The above methods of bearing civil liability may be applied exclusively or concurrently.
When trying a case, the People's Court may, in addition to applying the above provisions, issue a reprimand, order the signing of a statement of repentance, take possession of the property involved in any illegal activities and of any illegally obtained income and may also impose a fine or detain the person concerned in accordance with the provisions of the law.
Chapter 7 Limitation of actions
Article 135 The limitation of action regarding applications to a people's court for protection of civil rights shall be two years, unless otherwise stipulated by the law.
Article 136 The limitation of action shall be one year in cases concerning the following:
1. claims for compensation for bodily injuries;
(II) selling non-conforming goods without statement; or
(III) Delaying or refusing to pay the rent;
(IV) loss of or damage to property held in custody.
Article 137 A limitation of action shall begin when the entitled person knows or should know that his rights have been infringed upon. However, the people's court shall not protect his rights if 20 years have passed since the infringement. Under special circumstances, the People's Court may extend the limitation of action.
Article 138 If a party chooses to fulfil obligations voluntarily after the limitation of action has expired, he shall not be subject to the limitation.
Article 139 A limitation of action shall be suspended during the last six months of the limitation if the plaintiff cannot exercise his right of claim because of force majeure or other obstacles. The period of limitation of actions shall continue from the date on which the causes for the suspension are eliminated.
Article 140 A limitation of action shall be discontinued if suit is brought or if one party makes a claim for or agrees to fulfilment of obligations. The period of prescription shall be recalculated from the time of interruption.
Article 141 If the law has other stipulations concerning limitation of action, those stipulations shall apply.
Chapter 8 Application of Law in Foreign-related Civil Relations
Article 142 The application of law in civil relations with foreigners shall be determined by the provisions in this chapter.
If any international treaty concluded or acceded to by the People's Republic of China contains provisions differing from those in the civil laws of the People's Republic of China, the provisions of the international treaty shall apply, unless the provisions are ones on which the People's Republic of China has announced reservations.
In respect of cases which are not provided by the law of the People's Republic of China or by the international treaties concluded or acceded to by the People's Republic of China, international practices may apply.
Article 143 Where a citizen of the People's Republic of China settles in a foreign country, the law of that country may be applicable as regards his capacity for civil conduct.
Article 144 The ownership of real estate shall be governed by the laws of the place where the real estate is located.
Article 145 The parties to a contract involving foreign interests may choose the law applicable to the settlement of their contractual disputes, except as otherwise provided by law.
Where the parties to a contract with a foreign element fail to nominate the law of the country that has the closest connection with the contract.
Article 146 The law of the place where an infringing act is committed shall apply in handling compensation claims for any damage caused by the act. If both parties are nationals of the same country or domiciled in the same country, the law of their own country or of their place of domicile may also be applied.
An act committed outside the People's Republic of China shall not be treated as an infringing act if under the law of the People's Republic of China it is not considered an infringing act.
Article 147 The marriage of a citizen of the People's Republic of China to a foreigner shall be bound by the law of the place where they get married, while a divorce shall be bound by the law of the place where a court accepts the case.
Article 148 Support shall be bound by the law of the country to which the supported is most closely connected.
Article 149 In the statutory succession of an estate, movable property shall be bound by the law of the decedent's last place of residence, and immovable property shall be bound by the law of the place where the property is situated.
Article 150 The application of foreign laws or international practices pursuant to the provisions of this Chapter shall not violate the public interest of the People's Republic of China.
Chapter 9 Supplementary Provisions
Article 151 The people's congresses of the national autonomous areas may formulate separate adaptive or supplementary regulations or provisions in accordance with the principles of this Law and in light of the characteristics of the local nationalities. Those formulated by the people's congresses of autonomous regions shall be submitted in accordance with the law to the Standing Committee of the National People 's Congress for approval or for filing. Those formulated by the people's congresses of autonomous prefectures or autonomous counties shall be submitted to the standing committees of the people's congresses of the relevant provinces or autonomous regions for approval.
Article 152 If an enterprise owned by the whole people has been established with the approval of the competent authority of a province, autonomous region or municipality directly under the Central Government or at a higher level and it has already been registered with the administrative agency for industry and commerce, before this Law comes into force, it shall automatically qualify as a legal person without having to re-register as such.
Article 153 For purposes of this Law, "force majeure" means unforeseeable, unavoidable and insurmountable objective conditions.
Article 154 For the purpose of the Civil Law, a time period shall be calculated by the Gregorian calendar in years, months, days and hours.
When a time period is prescribed in hours, calculation of the period shall begin on the prescribed hour. When a time period is prescribed in days, months and years, the day on which the period begins shall not be counted as within the period; calculation shall begin from the next day.
If the last day of a period falls on a Sunday or other statutory holiday, the day after the holiday shall be the last day of the period.
The last day of the period ends at 24. If business hours are applicable, the last day shall end at closing time.
Article 155 In the Civil Law, the terms "not less than," "not more than," "within" and "expires" shall include the given figure; the terms "under" and "beyond" shall not include the given figure.
Article 156 This Law shall go into effect on January 1, 1987.
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