(Adopted at the Third Session of the Thirteenth National People’s Congress on May 28, 2020)
Book One General Part
Chapter I General Provisions
Article 1
This Law is formulated in accordance with the Constitution of the People’s Republic of China for the purposes of protecting the lawful rights and interests of the persons of the civil law, regulating civil-law relations, maintaining social and economic order, meet the needs for developing socialism with Chinese characteristics, and carrying forward the core socialist values.
Article 2
The civil law regulates personal and proprietary relationships among the persons of the civil law, namely, natural persons, legal persons, and unincorporated organizations that are equal in status.
Article 3
The personal rights, proprietary rights, and other lawful rights and interests of the persons of the civil law are protected by law and free from infringement by any organization or individual.
Article 4
All persons of the civil law are equal in legal status when conducting civil activities.
Article 5
When conducting a civil activity, a person of the civil law shall, in compliance with the principle of voluntariness, create, alter, or terminate a civil juristic relationship according to his own will.
Article 6
When conducting a civil activity, a person of the civil law shall, in compliance with the principle of fairness, reasonably clarify the rights and obligations of each party.
Article 7
When conducting a civil activity, a person of the civil law shall, in compliance with the principle of good faith, uphold honesty and honor commitments.
Article 8
When conducting a civil activity, no person of the civil law shall violate the law, or offend public order or good morals.
Article 9
When conducting a civil activity, a person of the civil law shall act in a manner that facilitates conservation of resources and protection of the ecological environment.
Article 10
Civil disputes shall be resolved in accordance with law. Where the law does not specify, custom may be applied, provided that public order and good morals may not be offended.
Article 11
Where there are other laws providing special provisions regulating civil-law relations, such provisions shall be followed.
Article 12
The laws of the People’s Republic of China shall apply to the civil activities taking place within the territory of the People’s Republic of China, except as otherwise provided by law.
Chapter II Natural Persons
Section 1
Capacity for Enjoying Civil-law Rights and Capacity for Performing Civil Juristic Acts
Article 13
A natural person shall, from the time of birth until the time of death, have the capacity for enjoying civil-law rights, and may enjoy civil-law rights and assume civil-law duties in accordance with law.
Article 14
All natural persons are equal in their capacity for enjoying civil-law rights.
Article 15
The time of birth and time of death of a natural person are determined by the time recorded on his birth or death certificate as applied, or, if there is no birth or death certificate, by the time recorded in the natural person’s household registration or other valid identity certificate. 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
A fetus is deemed as having the capacity for enjoying civil-law rights in estate succession, acceptance of gift, and other situations where protection of a fetus’ interests is involved. However, a stillborn fetus does not have such capacity ab initio.
Article 17
A natural person aged 18 or above is an adult. A natural person under the age of 18 is a minor.
Article 18
An adult has full capacity for performing civil juristic acts and may independently perform civil juristic acts.
A minor aged 16 or above whose main source of support is the income from his own labor is deemed as a person with full capacity for performing civil juristic acts.
Article 19
A minor aged 8 or above has limited capacity for performing civil juristic acts, and may perform a civil juristic act through or upon consent or ratification of his legal representative, provided that such a minor may independently perform a civil juristic act that is purely beneficial to him or that is appropriate to his age and intelligence.
Article 20
A minor under the age of 8 has no capacity for performing civil juristic acts, and may perform a civil juristic act only through his legal representative.
Article 21
An adult unable to comprehend his own conduct has no capacity for performing civil juristic acts, and may perform a civil juristic act only through his legal representative.
The preceding paragraph is applicable to a minor aged 8 or above who is unable to comprehend his own conduct.
Article 22
An adult unable to fully comprehend his own conduct has limited capacity for performing civil juristic acts, and may perform a civil juristic act through or upon consent or ratification of his legal representative, provided that such an adult may independently perform a civil juristic act that is purely beneficial to him or that is appropriate to his intelligence and mental status.
Article 23
The guardian of a person who has no or limited capacity for performing civil juristic acts is the legal representative of the person.
Article 24
Where an adult is unable to comprehend or fully comprehend his conduct, any interested person of such an adult or a relevant organization may request the people’s court to declare that the said adult be identified as a person with no or limited capacity for performing civil juristic acts.
Where a person has been identified by a people’s court as a person with no or limited capacity for performing civil juristic acts, the people’s court may, upon request of the person, an interested person thereof, or a relevant organization, and based on the recovery of his intelligence and mental health, declare that the said person becomes a person with limited or full capacity for performing civil juristic acts.
A relevant organization referred to in this Article includes a residents’ committee, a villagers’ committee, a school, a medical institution, the women’s federation, the disabled person’s federation, a legally established organization for senior people, the civil affairs department, and the like.
Article 25
The domicile of a natural person is the residence recorded in the household or other valid identification registration system; if a natural person’s habitual residence is different from his domicile, the habitual residence is deemed as his domicile.
Section 2
Guardianship
Article 26
Parents have the duty to raise, educate, and protect their minor children. Adult children have the duty to support, assist, and protect their parents.
Article 27
The parents of a minor are his guardians.
Where the parents of a minor are deceased or incompetent to be his guardians, the following persons, if competent, shall act as his guardians in the following order:
(1) his paternal grandparents and maternal grandparents;
(2) his elder brothers and sisters; or
(3) any other individual or organization that is willing to act as his guardian, provided that consent must be obtained from the residents’ committee, the villagers’ committee, or the civil affairs department in the place where the minor’s domicile is located.
Article 28
For an adult who has no or limited capacity for performing civil juristic acts, the following persons, if competent, shall act as his guardians in the following order:
(1) his spouse;
(2) his parents and his children;
(3) any other close relatives of him; or
(4) any other individual or organization that is willing to act as his guardian, provided that consent must be obtained from the residents’ committee, the villagers’ committee, or the civil affairs department in the place where the adult’s domicile is located.
Article 29
A parent who is the guardian of his child may, in his will, designate a succeeding guardian for his child.
Article 30
A guardian may be determined through agreement among the persons who are legally qualified to be guardians. The true will of the ward shall be respected in determining the guardian through agreement.
Article 31
Where a dispute arises over the determination of a guardian, 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 not satisfied with such an appointment may request the people’s court to appoint a guardian; the relevant parties may also directly request the people’s court to make such an appointment.
When appointing a guardian, the residents’ committee, the villagers’ committee, the civil affairs department, or the people’s court shall respect the true will of the ward and appoint a guardian in the best interest of the ward from among the legally qualified persons.
Where the personal, proprietary, and other lawful rights and interests of a ward are not under any protection before a guardian is appointed in accordance with the first paragraph of this Article, the residents’ committee, the villager’s committee, a relevant organization designated by law, or the civil affairs department in the place where the ward’s domicile is located shall act as a temporary guardian.
Once appointed, a guardian shall not be replaced without authorization; where a guardian has been replaced without authorization, the responsibility of the originally appointed guardian is not discharged.
Article 32
Where there is no person legally qualified as a guardian, the civil affairs department shall act as the guardian, and the residents’ committee or villagers’ committee in the place where the ward’s domicile is located may also act as the guardian if they are competent in performing the duties of guardian.
Article 33
An adult with full capacity for performing civil juristic acts may, in anticipation of incapacity in the future, consult his close relatives, or other individuals or organizations willing to be his guardian, and appoint in writing a guardian for himself, who shall perform the duties of guardian when the adult loses all or part of the capacity for performing civil juristic acts.
Article 34
The duties of a guardian are to represent the ward to perform civil juristic acts and to protect the personal, proprietary, and other lawful rights and interests of the ward.
A guardian’s rights arising from performance of his duties as required by law are protected by law.
A guardian who fails to perform his duties or infringes upon the lawful rights or interests of the ward shall bear legal liability.
Where a guardian is temporarily unable to perform his duties owing to an emergency such as an unexpected incident, thus leaving the ward in an unattended situation, the residents’ committee, the villagers’ committee, or the civil affairs department in the place where the ward’s domicile is located shall make arrangement as a temporary measure to provide necessary life care for the ward.
Article 35
A guardian shall perform his duties in the best interest of the ward. A guardian shall not dispose of the ward’s property unless it is for protecting the interests of the ward.
When performing his duties and making decisions relating to a minor’s interests, a guardian of a minor shall respect the true will of the minor based on the latter’s age and intelligence.
When performing his duties, a guardian of an adult shall respect the true will of the adult to the greatest extent possible, and ensure and aid the ward in performing civil juristic acts appropriate to his intelligence and mental status. The guardian shall not interfere with the matters that the ward is capable of independently managing.
Article 36
Where a guardian has performed any of the following acts, the people’s court shall, upon request of a relevant individual or organization, disqualify the guardian, adopt necessary temporary measures, and appoint a new guardian in the best interest of the ward in accordance with law:
(1) engaging in any acts which severely harm the physical or mental health of the ward;
(2) failing to perform the duties of guardian, or being unable to perform such duties but refusing to delegate all or part of the duties to others, thus placing the ward in a desperate situation; or
(3) engaging in other acts which severely infringe upon the lawful rights and interests of the ward.
The relevant individual and organization referred to in this Article include any other person legally qualified to be a guardian, the residents’ committee, the villagers’ committee, a school, a medical institution, the women’s federation, the disabled persons’ federation, a child protection organization, a legally established organization for senior people, the civil affairs department, and the like.
Where the aforementioned individual and organization other than the civil affairs department, as stated in the preceding paragraph, fail to request the people’s court to disqualify the guardian in a timely manner, the civil affairs department shall initiate such a request to the people’s court.
Article 37
A parent, child, or spouse legally obligated to pay for his ward’s support shall continue to perform such obligations after being disqualified as a guardian by the people’s court.
Article 38
Where a ward’s parent or child, who has been disqualified as a guardian by the people’s court for reasons other than having committed an intentional crime against the ward, and who has truly repented and mended his ways, applies to the people’s court for being reinstated, the people’s court may, upon considering the actual situation and upon the satisfaction of the prerequisite that the true will of the ward is respected, reinstate the guardian, and the guardianship between the ward and the guardian subsequently appointed by the people’s court after the disqualification of the original guardian shall thus be terminated simultaneously.
Article 39
A guardianship is terminated under any of the
following circumstances:
(1) the ward has obtained
or regained full capacity for performing civil
juristicacts;
(2) the guardian has become incompetent to be a guardian;
(3) the ward or the guardian deceases; or
(4) Any other circumstance in which the people’s court determines to terminatethe guardianship.
Where a ward is still in need of a guardian after the termination of the guardianship, a new guardian shall be appointed in accordance with law.
Section 3
Declaration of A Missing Person and Declaration of Death
Article 40
If a natural person’s whereabouts have been unknown for two years, an interested person may request the people’s court to declare the natural person as a missing person.
Article 41
The period of time during which a natural person’s whereabouts is 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 as determined by the relevant authority.
Article 42
A missing person’s property shall be placed in the custody of his spouse, adult children, parents, or any other persons willing to take such custody.
Where a dispute arises over the custody of a missing person’s property, or the persons provided in the preceding paragraph are unavailable or incompetent for such a purpose, the property shall be placed in the custody of a person appointed by the people’s court.
Article 43
A custodian shall properly manage the missing person’s property and safeguard his proprietary interests.
The taxes, debts, and other due payment obligations owed by a missing person, if any, shall be paid 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 be liable for compensation.
Article 44
Where a custodian fails to perform his duties of custodian, infringes upon the proprietary rights or interests of the missing person, or if the custodian becomes incompetent to be a custodian, an interested person of the missing person may request the people’s court to replace the custodian.
A custodian may, with just cause, request the people’s court to appoint a new custodian to replace himself.
Where the people’s court appoints a new custodian, the new custodian is entitled to request the former custodian to deliver the relevant property and a property management report in a timely manner.
Article 45
Where a missing person reappears, the people’s court shall, upon request of the said person or an interested person thereof, revoke the declaration of his being missing.
A missing person who reappears is entitled to request the custodian to deliver the relevant property and a property management report in a timely manner.
Article 46
An interested person may request the people’s court to make a declaration of 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 as a result of an accident.
The two-year requirement for a natural person to be declared dead does not apply where the person’s whereabouts have been unknown as a result of an accident and if a relevant authority certifies that it is impossible for the said natural person to still be alive.
Article 47
Where an interested person requests the people’s court to declare the death of a natural person, while another interested person requests to declare the person being missing, the people’s court shall declare that the person is dead if the conditions for declaration of death as prescribed in this Code are satisfied.
Article 48
For a person declared dead, the date when the people’s court makes a judgment declaring his death is deemed as the date of his death; for a person declared dead because his whereabouts is unknown as a result of an accident, the date of the occurrence of the accident is deemed as the date of his death.
Article 49
The declaration of the death of a natural person who is still alive does not affect the effects of the civil juristic acts performed by the person during the period the death declaration is effective.
Article 50
Where a person declared dead reappears, the people’s court shall, upon request of the person or an interested person thereof, revoke the declaration of his death.
Article 51
The marital relationship with a person declared dead ceases to exist from the date the declaration of his death is made. Where the declaration of death is revoked, the aforementioned marital relationship shall be automatically resumed from the date the declaration of death is revoked, except where the spouse has married to someone else or states in writing to the marriage registration authority the unwillingness to resume the marriage.
Article 52
Where a child of a person declared dead has been legally adopted by others during the period when the declaration of death is effective, the person declared dead shall not, after the declaration of his death is revoked, claim that the adoption is invalid on the ground that his child is adopted without his consent.
Article 53
Where a declaration of the death of a person is revoked, the person is entitled to request those who have obtained his property under Book VI of this Code to return the property, or make appropriate compensation if the property cannot be returned.
Where an interested person conceals the true information and causes a natural person to be declared dead so as to obtain the latter’s property, the interested person shall, in addition to returning the wrongfully obtained property, make compensation for any loss thus caused.
Section 4
Individual-Run Industrial and Commercial Households and Rural-land Contractual Management Households
Article 54
A natural person who operates an industrial or commercial business may register it, in accordance with law, as an individual-run industrial and commercial household. An industrial and commercial household may have a trade name.
Article 55
Members of a rural economic collective who, in accordance with law, have been granted an original contract to operate a parcel of rural land and engages in the operation of the land on a household basis are rural-land contractual management households.
Article 56
The debts of an individual-run industrial and commercial household shall be paid from the assets of the individual who operates the business in his own name or from the individual’s family assets if the business is operated in the name of the household, or, if it is impossible to determine whether the business is operated in the name of the individual or in the name of the individual’s household, from the individual’s family assets.
The debts of a rural-land contractual management household shall be paid from the assets of the household that is engaged in the operation on the contracted rural land, or from the portion of the assets of the family members who actually engage in such operation.
Chapter III Legal Persons
Section 1
General Rules
Article 57
A legal person is an organization that has the capacity for enjoying civil-law rights and the capacity for performing civil juristic acts, and that independently enjoys civil-law rights and assumes civil-law obligations in accordance with law.
Article 58
A legal person shall be established in accordance with law.
A legal person shall have its own name, governance structure, domicile, and assets or funds. The specific conditions and procedures for the establishment of a legal person shall be in accordance with laws and administrative regulations.
Where there are laws or administrative regulations providing that the establishment of a legal person shall be subject to the approval of a relevant authority, such provisions shall be followed.
Article 59
A legal person’s capacity for enjoying civil-law rights and capacity for performing civil juristic acts are acquired when the legal person is established, and cease when the legal person is terminated.
Article 60
A legal person independently assumes civil liability to the extent of all of its assets.
Article 61
The person with the responsibility of representing a legal person in conducting civil activities in accordance with law or the legal person’s articles of association is the legal representative of the legal person.
The legal consequences of the civil activities conducted by the legal representative in the legal person’s name shall be assumed by the legal person.
Any restrictions on the legal representative’s power to represent the legal person which is stipulated in the articles of association or imposed by the governing body of the legal person shall not be asserted against a bona fide third person.
Article 62
Where a legal representative of a legal person causes damage to others while performing his responsibilities, the civil liability thus incurred shall be assumed by the legal person.
After assuming the aforementioned civil liability, the legal person has the right to indemnification, in accordance with law or its articles of association, against its legal representative who is at fault.
Article 63
The domicile of a legal person is the place where its principal administrative office is located. Where a legal person is required by law to be registered, the place ofits principal administrative office shall be registered as its domicile.
Article 64
Where there is any change in any matter that has been registered during the term of existence of a legal person, the legal person shall apply to the registration authority for modification of its registration in accordance with law.
Article 65
The actual situation of a legal person, which is inconsistent with what is recorded upon registration, shall not be asserted against a bona fide third person.
Article 66
The registration authority shall, in accordance with law, post in a timely manner a public notice of the information recorded by a legal person upon registration.
Article 67
In case of a merger between or among legal persons, the rights and obligations of such legal persons shall be enjoyed and assumed by the surviving legal person.
In case of a division of a legal person, the rights and obligations of the legal person shall be enjoyed and assumed jointly and severally by the legal persons established after division, unless otherwise agreed by its creditors and debtors.
Article 68
If any of the following causes exists, a legal person is terminated after it has completed liquidation and de-registration in accordance with law:
(1) the legal person is dissolved;
(2) the legal person is declared bankrupt; or
(3) another cause as provided by law exists.
Where there are laws or administrative regulations providing that the termination of a legal person shall be subject to the approval of the relevant authority, such provisions shall be followed.
Article 69
A legal person is dissolved under any of the following circumstances:
(1) the term stipulated in its articles of association expires, or any other cause for dissolution as is stipulated in the articles of association exists;
(2) the governing body of the legal person makes a resolution to dissolve the legal person;
(3) the legal person has to be dissolved because of a merger or division;
(4) the legal person’s business license or registration certificate is legally withdrawn, or the legal person has received an order of closure or been dissolved; or
(5) another circumstance as provided by law exists.
Article 70
Where a legal person is dissolved for reasons other than a merger or division, a liquidation committee shall be formed in a timely manner by the persons with the duty of liquidation to liquidate the legal person.
Unless otherwise provided by laws or administrative regulations, members of the legal person’s executive or decision-making body such as the directors or councilors, are the persons with the duty to liquidate the legal person.
The persons with the duty to liquidate the legal person who fail to perform their duties in time and cause damage to others shall bear civil liability; the competent authority or an interested person may request the people’s court to appoint the relevant persons to form a liquidation committee to liquidate the legal person.
Article 71
The procedure for liquidating a legal person and the authorities of a liquidation committee shall be in compliance with the provisions of relevant laws; in the absence of such a provision, the relevant rules provided in corporate laws shall be applied mutatis mutandis.
Article 72
During the period of liquidation, a legal person continues to exist but may not engage in any activity unrelated to the liquidation.
Unless otherwise provided by law, upon completion of liquidation, any residual assets of a liquidated legal person shall be distributed in accordance with its articles of association or the resolution made by its governing body.
A legal person is terminated after liquidation and de-registration is completed; a legal person that is not required by law to be registered ceases to exist upon completion of the liquidation.
Article 73
A legal person declared bankrupt is terminated upon completion of the bankruptcy liquidation and de-registration in accordance with law.
Article 74
A legal person may establish branches in accordance with law. Where there are laws or administrative regulations providing that such a branch shall be registered, such provisions shall be followed.
Where a branch of a legal person engages in civil activities in its own name, the civil liability thus incurred shall be assumed by the legal person; the civil liability may be paid first from the assets managed by the branch, and any deficiency shall be satisfied by the legal person.
Article 75
The legal consequences of the civil activities conducted by an incorporator for the purpose of establishing a legal person shall be assumed by the legal person; or, in the event that no legal person is successfully established, by the incorporator, or the
incorporators jointly and severally if there are two or more of them.
Where an incorporator engages in civil activities in his own name for the purpose of establishing a legal person and thus incurs civil liability, a third person creditor may elect to request either the legal person or the incorporator to bear the liability.
Section 2
For-profit Legal Persons
Article 76
A for-profit legal person is a legal person established for the purpose of making profits and distributing the profits among its shareholders and other capital contributors.
For-profit legal persons include limited liability companies, join stock companies limited by shares, and other enterprises that have the legal person status.
Article 77
A for-profit legal person is established upon registration in accordance with law.
Article 78
The registration authority shall issue a business license to a legally established for-profit legal person. The date of issuance of the business license is the date of establishment of the for-profit legal person.
Article 79
To establish a for-profit legal person, there shall be articles of association formulated in accordance with law.
Article 80
A for-profit legal person shall establish a governing body.
The governing body has the authority to revise the articles of association of the legal person, elect or replace members of the executive or supervisory body, and perform other responsibilities stipulated in the articles of association.
Article 81
A for-profit legal person shall establish an executive body.
The executive body has the authority to convene meetings of the governing body, decide on business and investment plans, establish internal management structure, and perform other responsibilities 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 legal representative shall be the chairman of the board of directors, the executive director, or the manager, as is stipulated in the articles of association. Where there is no board of directors or executive director established, the person with principal responsibilities as stipulated in the articles of association shall be the executive body and the legal representative of the legal person.
Article 82
Where a for-profit legal person establishes a supervisory body such as a board of supervisors or a supervisor, the supervisory body has, in accordance with law, the authority to inspect the financial matters of the legal person, supervise the performance of duty by the members of the executive body and the senior management officers of the legal person, and perform other responsibilities stipulated in the articles of association.
Article 83
A capital contributor of a for-profit legal person shall not abuse his rights as such to harm the interests of the legal person or any other capital contributor. A capital contributor abusing such rights and causing harm to the legal person or any other capital contributor shall bear civil liability in accordance with law.
A capital contributor of a for-profit legal person shall not abuse the legal person’s independent status and his own limited liability status to harm the interests of the legal person’s creditors. A capital contributor abusing the legal person’s independent status or its own limited liability status to evade repayment of debts and thus severely harming the interests of the legal person’s creditors shall be jointly and severally liable for the legal person’s obligations.
Article 84
The controlling capital contributors, actual controllers, directors, supervisors, and senior management officers of a for-profit legal person shall not harm the legal person’s interests by taking advantage of any affiliated relations, and shall compensate for any loss thus caused to the legal person.
Article 85
A capital contributor of a for-profit legal person may request the people’s court to revoke a resolution which is made at a meeting of the governing body or executive body of the legal person if the procedure for convening the meeting or the voting method thereof is in violation of the laws, administrative regulations, or the legal person’s articles of association, or, if the content of the resolution violates the articles of association, provided that any civil juristic relationship already formed between the legal person and a bona fide third person based on such a resolution shall not be affected.
Article 86
A for-profit legal person shall, when engaging in operational activities, observe commercial ethics, maintain the security of transactions, subject itself to the supervision of the government and the public, and assume social responsibilities.
Section 3
on-profit Legal Persons
Article 87
A non-profit legal person is a legal person established for public welfare or other non-profit purposes which shall not distribute any profit to its capital contributors, incorporators, or members.
Non-profit legal persons include public institutions, social organizations, foundations, social service institutions, and the like.
Article 88
A public institution established for the purpose of providing public services to meet the needs for economic and social development attains the status of a public-institution legal person if it satisfies the requirements for being a legal person and is legally registered as such; where the law does not require such a public institution to be registered, it attains the status of a public-institution legal person from the date of its establishment.
Article 89
Where a public-institution legal person establishes a council, the council is its decision-making body unless otherwise provided by law. The legal representative of a public-institution legal person is elected in accordance with the provisions of laws, administrative regulations, or the legal person’s articles of association.
Article 90
A social organization established upon the common will of its members for a non-profit purpose, such as public welfare or the common interest of all members, attains the status of a social-organization legal person if it satisfies the requirements for being a legal person and is legally registered as such. Where the law does not require such a social organization to be registered, it attains the status of a social-organization legal person from the date of its establishment.
Article 91
To establish a social-organization legal person, there shall be articles of association formulated in accordance with law.
A social-organization legal person shall establish a governing body such as a members’ assembly or a meeting of the members’ representatives.
A social-organization legal person shall establish an executive body such as a council. The chairman of the council, the president, or an individual with similar responsibilities shall, in accordance with the articles of association, act as the legal representative of the legal person.
Article 92
A foundation or a social service institution established with donated property for the purpose of public welfare attains the status of an endowed legal person if it meets the requirements for being a legal person and is legally registered as such.
A site legally established to hold religious activities may be registered as a legal person and attains the status of an endowed legal person if it meets the requirements for being a legal person. Where there are laws or administrative regulations providing for the religious sites, such provisions shall be followed.
Article 93
To establish an endowed legal person, there shall be articles of association formulated in accordance with law.
An endowed legal person shall establish a decision-making body such as a council or any other form of democratic management body, and an executive body. The chairman of the council or an individual with similar responsibilities shall, in accordance with the articles of association, act as the legal representative of the legal person.
An endowed legal person shall establish a supervisory body such as a board of supervisors.
Article 94
A donor has the right to inquire into and provide comments and suggestions on the expenditure and management of the property he has donated to an endowed legal person, and the endowed legal person shall respond honestly and in a timely manner.
Where a decision is made by the decision-making body, executive body, or the legal representative of an endowed legal person, if the decision-making procedure is in violation of the laws, administrative regulations, or the legal person’s articles of association, or, if the content of the decision violates the articles of association, a donor or any other interested person, or the competent authority may request the people’s court to revoke the decision, provided that any civil juristic relationship already formed between the endowed legal person and a bona fide third person based on such a decision shall not be affected.
Article 95
When a non-profit legal person established for the purpose of public welfare terminates, it shall not distribute the residual assets among its capital contributors, incorporators, or members. The residual assets shall continue to be used for the purpose of public welfare, as is stipulated in the articles of association or the resolution made by the governing body; where it is not possible to dispose of such residual assets in accordance with the articles of association or the resolution made by the governing body, the competent authority shall take the charge transferring the assets to another legal person with the same or similar purposes and then make a public notice.
Section 4
Special Legal Persons
Article 96
For the purposes of this Section, State-organ legal persons, rural economic collective legal persons, urban and rural cooperative economic organization legal persons, and primary-level self-governing organization legal persons are special types of legal persons.
Article 97
A State organ with independent budgets or a legally chartered institution assuming administrative functions is qualified as a State-organ legal person from the date of its establishment and may engage in civil activities that are necessary for the performance of its responsibilities.
Article 98
A State-organ legal person terminates when the State organ is closed, and its civil-law rights and obligations are enjoyed and assumed by the succeeding State-organ legal person; in the absence of a succeeding State organ, the said rights and obligations shall be enjoyed and assumed by the State-organ legal person that has made the decision to close it.
Article 99
A rural economic collective attains the status of a legal person in accordance with law.
Where there are laws or administrative regulations providing for rural economic collectives, such provisions shall be followed.
Article 100
An urban or rural economic cooperative attains the status of a legal person in accordance with law.
Where there are laws or administrative regulations providing for urban and rural economic cooperatives, such provisions shall be followed.
Article 101
An urban residents’ committee or a villagers’ committee, as a primary-level self-governing organization, attains the status of a legal person, and may engage in civil activities necessary for the performance of their responsibilities.
Where there is no village economic collective established, the villagers’ committee may, in accordance with law, perform the responsibilities of a village economic collective.
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