General Rules of the Civil Law of the People's Republic of China

Order of the President of the People's Republic of China No.66

March 15, 2017

The General Rules of the Civil Law of the People's Republic of China have been adopted at the Fifth Session of the 12th National People's Congress of the People's Republic of China on March 15, 2017 and are hereby promulgated, effective from October 1, 2017.

President of the People's Republic of China Xi Jinping

General Rules of the Civil Law of the People's Republic of China

(Adopted at the Fifth Session of the 12th National People's Congress on March 15, 2017)

Contents
Chapter I General Provisions
Chapter II Natural Persons
Section 1 Capacity for Civil Rights and Capacity for Civil Conduct
Section 2 Guardianship
Section 3 Declarations of Missing Persons and Death
Section 4 Individual Businesses and Leaseholding Farm Households
Chapter III Legal Persons
Section 1 General Provisions
Section 2 Profit-making Legal Persons
Section 3 Non-profit Legal Persons
Section 4 Special Legal Persons
Chapter IV Unincorporated Associations
Chapter V Civil Rights
Chapter VI Civil Juristic Acts
Section 1 General Provisions
Section 2 Expression of Intent
Section 3 Validity of Civil Juristic Acts
Section 4 Civil Juristic Acts with Conditions and Time Limits
Chapter VII Agency
Section 1 General Provisions
Section 2 Entrusted Agency
Section 3 Termination of Agency
Chapter VIII Civil Liability
Chapter IX Limitation of Action
Chapter X Calculation of Time Period
Chapter XI Supplementary Provisions

Chapter I General Provisions

Article 1 This Law is formulated in accordance with the Constitution in order to protect the lawful rights and interests of civil subjects, adjust civil relations and maintain the social and economic order, so as to meet the needs of developing socialism with Chinese characteristics and carrying forward socialist core values.

Article 2 The Civil Law shall adjust personal relationships and property relationships between natural persons, legal persons and unincorporated associations as subjects with equal status.

Article 3 Personal rights, property rights and other lawful rights and interests of civil subjects shall be protected by the law; no organization or individual may infringe upon such lawful rights and interests.

Article 4 All civil subjects are equal as regards their legal status in civil activities.

Article 5 All civil subjects engaging in civil activities shall observe the principle of voluntariness to establish, change or terminate civil legal relations in accordance with their own intentions.

Article 6 All civil subjects engaging in civil activities shall observe the principle of fairness to determine reasonably the rights and obligations of all parties concerned.

Article 7 All civil subjects engaging in civil activities shall observe the principle of good faith, adhere to honesty and fulfill their promises.

Article 8 No civil subject engaging in civil activities may violate laws or go against the public order and good morals.

Article 9 All civil subjects engaging in civil activities shall help save resources and protect the ecological environment.

Article 10 Civil disputes shall be resolved in accordance with the law; where no relevant provision is prescribed by laws, customs may apply, without violation of the public order and good morals.

Article 11 Where special provisions on civil relations are prescribed by other laws, such provisions shall apply.

Article 12 Laws of the People's Republic of China shall apply to any civil activity within the territory of the People's Republic of China. Where there are other provisions in the law, such provisions shall apply.

Chapter II Natural Persons

Section 1 Capacity for Civil Rights and Capacity for Civil Conduct

Article 13 A natural person shall have the capacity for civil rights from birth to death and shall enjoy civil rights and assume civil obligations in accordance with the law.

Article 14 All natural persons are equal as regards their capacity for civil rights.

Article 15 The date of birth or death of a natural person shall be based on the date recorded on his or her birth certificate or death certificate. Where the birth certificate or death certificate is not available, the date recorded in the household registration or in any other valid identity registration shall apply. Where other evidence is sufficient to overturn the aforesaid date, the date proved by such evidence shall prevail.

Article 16 Where a fetus is involved in the protection of the interests of the fetus, such as inheritance and acceptance of gifts, the fetus shall be deemed as having the capacity for civil rights. However, where the fetus is dead at birth, the capacity for civil rights of the fetus shall be deemed as non-existent from the beginning.

Article 17 A natural person aged 18 or over is an adult. A natural person under the age of 18 is a minor.

Article 18 An adult has the full capacity for civil conduct, and may perform civil juristic acts independently.
A minor who has reached the age of 16 and whose main source of income is his or her own labor shall be deemed as a person with full capacity for civil conduct.

Article 19 A minor who has reached the age of eight is a person with limited capacity for civil conduct and shall be represented in the performance of civil juristic acts by his or her agent ad litem or obtain the consent or acknowledgment of his or her agent ad litem. However, such a minor may independently perform civil juristic acts which are purely to benefit the minor or the performance of which is compatible with his or her age and intelligence.

Article 20 A minor who has not reached the age of eight yet is a person having no capacity for civil conduct and shall be represented in the performance of civil juristic acts by his or her agent ad litem.

Article 21 An adult who is unable to account for his or her own conduct is a person having no capacity for civil conduct and shall be represented in the performance of civil juristic acts by his or her agent ad litem.
The provisions of the preceding paragraph shall apply to a minor who has reached the age of eight but is unable to account for his or her own conduct.

Article 22 An adult who is unable to fully account for his or her own conduct shall be a person with limited capacity for civil conduct and shall be represented in the performance of civil juristic acts by his or her agent ad litem or obtain the consent or acknowledgment of his or her agent ad litem. However, such an adult may independently perform civil juristic acts which are purely to benefit the adult or the performance of which is compatible with his or her intelligence and mental health.

Article 23 The guardian of a person without or with limited capacity for civil conduct shall be his or her agent ad litem.

Article 24 For an adult who is unable to account for or fully account for his or her own conduct, the person who shares interests with such adult or the relevant organization may apply to a people's court for determination that such adult is a person without or with limited capacity for civil conduct.
For a person who has been determined by a people's court to be without or with limited capacity for civil conduct, the people's court may, depending on the recovery of his or her intelligence or mental health, determine him or her to be recovered as a person with limited or full capacity for civil conduct, upon his or her own application or that of an interested person or a relevant organization.
The relevant organizations mentioned in this Article shall include neighborhood committees, village committees, schools, medical institutions, women's federations, disabled persons' federations, organizations established according to the law for the elderly and civil affairs departments.

Article 25 The domicile of a natural person shall be his or her residence recorded in the household registration or in any other valid identity registration; if the habitual residence is not the same as the domicile, the habitual residence shall be deemed as the domicile.

Section 2 Guardianship

Article 26 Parents are obligated to foster, educate and protect their minor children.
Adult children are obligated to support, assist and protect their parents.

Article 27 The parents of a minor shall be his or her guardians.
If the parents of a minor are dead or have no competence to be guardians, one of the following persons who have the competence to be guardians shall act as the guardian in the listed sequence:
1. Paternal or maternal grandparents;
2. Elder brothers or sisters; or
3. Other individuals or organizations that are willing to act as the guardian, provided that it is approved by the neighborhood or village committee in the place of the minor's domicile or the civil affairs department.

Article 28 One of the following persons who have the competence to be guardians shall act in the listed sequence as the guardian for an adult without or with limited capacity for civil conduct:
1. Spouse;
2. Parents or children;
3. Other close relatives; or
4. Other individuals or organizations that are willing to act as the guardian, provided that it is approved by the neighborhood or village committee in the place of the ward's domicile or the civil affairs department.

Article 29 Where the parents of a ward are his or her guardians, such parents may appoint a guardian in their wills.

Article 30 Persons who are qualified as guardians according to law may enter into an agreement to determine who acts as the guardian. Where a guardian is to be determined by agreement, the true will of the ward shall be respected.

Article 31 In the case of any dispute over the determination of a guardian, the neighborhood or village committee in the place of the ward's domicile or the civil affairs department shall appoint a guardian; if the parties concerned do not agree with the appointment, they may then file an application with the people's court requesting the court to appoint a guardian. The parties concerned may directly file an application with the people's court requesting the court to appoint a guardian.
The neighborhood or village committee, the civil affairs department or the people's court shall follow the principles of respecting the true will of the ward and benefiting the ward to the largest extent in appointing a guardian from persons legally qualified to be a guardian.
Before a guardian is appointed in accordance with the provisions of Paragraph 1 of this Article, if the personal rights, property rights and other lawful rights and interests of the ward are not subject to any protection, the neighborhood or village committee in the place of the ward's domicile, the relevant organization specified by the law or the civil affairs department shall act as the guardian temporarily.
The guardian, once appointed, shall not be changed without approval; in the case of change without approval, the guardian appointed shall not be exempted from his or her responsibilities.

Article 32 Where there is no person legally qualified to be a guardian, either the civil affairs department or the neighborhood or village committee in the place of the ward's domicile which is qualified to fulfill the guardianship responsibility may act as the guardian.

Article 33 For an adult with full capacity for civil conduct, he or she may negotiate in advance with his or her close relatives or other individuals or organizations which are willing to act as the guardian and determine his or her guardian in writing. When such adult loses or partly loses the capacity for civil conduct, the guardian determined through negotiations shall then fulfill the guardianship responsibility.

Article 34 A guardian is in charge of representing the ward in his or her performance of civil juristic acts and protecting the ward's personal rights, property rights and other legitimate rights and interests.
The guardian's rights arising from the fulfillment of the guardianship responsibility according to the law shall be protected by the law.
A guardian who fails to fulfill the guardianship responsibility or infringes the lawful rights and interests of the ward shall bear legal liability.

Article 35 A guardian shall, according to the principle of benefiting the ward to the largest extent, fulfill the guardianship responsibility. The guardian shall not dispose of the property of the ward unless it is to safeguard the ward's interests.
The guardian of a minor, while fulfilling the guardianship responsibility, shall respect the ward's true will when making decisions related to the ward's interests according to the ward's age and intelligence status.
The guardian of an adult, while fulfilling the guardianship responsibility, shall respect the ward's true will to the largest extent, and safeguard and assist the ward in performing the civil juristic acts that are compatible with the ward's intelligence and mental health, and shall not interfere with any affairs that the ward is able to deal with independently.

Article 36 In the event that a guardian is under any of the following circumstances, the people's court may, based on the application of the individual or organization concerned, disqualify the guardian, arrange necessary measures for temporary guardianship, and appoint another guardian according to the law based on the principle of benefiting the ward to the largest extent:
1. Performing acts that seriously damage the physical and mental health of the ward;
2. Delaying in fulfilling the guardianship responsibility, or being unable to fulfill the guardianship responsibility and refusing to delegate part or all of the guardianship responsibility to others, which causes the ward distress; or
3. Performing other acts that seriously damage the lawful rights and interests of the ward.
The individuals and organizations concerned as mentioned in this Article shall include other persons legally qualified to act as guardians, the neighborhood committees, village committees, schools, medical institutions, women's federations, disabled persons' federations, organizations protecting minors, organizations established according to the law for the elderly and civil affairs departments.
Where individuals and organizations other than civil affairs departments prescribed in the preceding paragraph fail to apply for disqualification of the guardian to the people's court in time, the civil affairs departments shall file such application with the people's court instead.

Article 37 For parents, children and spouses who bear the upbringing payment, alimony payment or maintenance fee for the ward, their obligation in regard to such payment or fee shall continue after they have been disqualified by a people's court as guardian.

Article 38 Where the parents or children of a ward show true repentance after being disqualified from guardianship by the people's court, the people's court may, on the premise of respecting the ward's true will, enable them to regain guardianship upon their application as the case may be, except for those who commit an intentional crime against the ward. The guardian relationship between the guardian appointed by the people's court and the ward shall be terminated simultaneously.

Article 39 Under any of the following circumstances, the guardian relationship shall be terminated:
1. Where the ward gains or regains the full capacity for civil conduct;
2. Where the guardian loses the competence to be a guardian;
3. Where either the ward or the guardian dies; or
4. Other circumstances where the people's court determines that the guardian relationship shall be terminated.
Where the guardian relationship is terminated and the ward still needs guardianship, another guardian shall be determined according to the law.

Section 3 Declarations of Missing Persons and Death

Article 40 If a natural person's whereabouts have been unknown for two years, an interested person may apply to a people's court for a declaration that the natural person is a missing person.

Article 41 The time period during which a natural person's whereabouts become unknown shall be calculated from the day when contact with the natural person is lost. 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 when the war ends or from the day when the person's unknown whereabouts are confirmed by relevant authorities.

Article 42 A missing person's property shall be placed in the custody of his or her spouse, adult children, parents or other persons who are willing to serve as custodian of the property.
In the case of a dispute over custody, if the persons mentioned in the preceding paragraph are unavailable or are not competent to take on such custody, the property shall be placed in the custody of a person appointed by the people's court.

Article 43 The custodian of property shall properly manage the missing person's property and safeguard the property rights and interests of the missing person.
Any taxes, debts and other payable expenses owed by a missing person shall be paid by the custodian out of the missing person's property.
Where the custodian of property causes damage to the missing person's property due to intentional misconduct or gross negligence, the custodian shall be liable for compensation.

Article 44 Where the custodian of property fails to fulfill the duty of custody, infringes the missing person's property rights and interests, or loses the competence to take on such custody, an interested person of the missing person may file an application with the people's court to change the custodian.
Where the custodian of property has legitimate reasons, he or she may file an application with the people's court to change the custodian.
Where a people's court changes the custodian of property, after the change, the custodian is entitled to require the original custodian to hand over the relevant property and report the facts on property custody in a timely manner.

Article 45 In the event that a missing person reappears, the people's court shall, upon the application of the person or that of an interested person, revoke the missing-person declaration.
In the event that a missing person reappears, he or she is entitled to request the custodian to return the relevant property and report the facts on property custody in a timely manner.

Article 46 Under any of the following circumstances, an interested person may apply to the people's court for a declaration that a natural person is dead:
1. Where the natural person's whereabouts have been unknown for four years; or
2. Where the natural person's whereabouts have been unknown for two years due to an accident.
If a person's whereabouts become unknown due to an accident and it is impossible for such person to survive based on the certification made by the relevant authorities, the application for declaration of death is not limited to the two-year period.

Article 47 For the same natural person, if some interested persons apply for a declaration of death while others apply for a declaration of such natural person as missing, the people's court shall declare the death of the person provided that the conditions for declaring the death specified herein are met.

Article 48 For a person who is declared dead, the date when the people's court renders the judgement to declare the person's death shall be deemed as the date of death of the person; if the person is declared dead due to its unknown whereabouts caused by an accident, the date when the accident occurs shall be deemed as the date of death of the person.

Article 49 If a natural person is declared dead but is not dead, the validity of the civil juristic acts performed by him or her during the period of declared death shall not be affected.

Article 50 In the event that a person who has been declared dead reappears, the people's court shall revoke the death declaration upon the application of the person or that of an interested person.

Article 51 The marital relationship of a person who is declared dead shall cease to exist from the date of death declaration. If the death declaration is revoked, the marital relation shall automatically resume from the date of revoking the death declaration, unless his or her spouse has remarried or either party makes a written statement refusing to resume such relationship to the marriage registration office.

Article 52 Where a person's child is adopted by another person according to the law during the period when he or she is declared dead, he or she shall not claim for invalidation of the adoption relation by reason of his or her disagreeing with the adoption after the death declaration is revoked.

Article 53 A person is entitled to request any civil subject who has obtained the property of such person in accordance with the Law of Succession to return his or her property if the death declaration is revoked. If the civil subject concerned fails to return the property, he or she shall pay appropriate compensation.
If an interested person conceals facts and causes another person to be declared dead, thus obtaining such person's property, the interested person shall, apart from returning the property, be liable for compensation for the losses caused thereby.

Section 4 Individual Businesses and Leaseholding Farm Households

Article 54 Individual businesses refer to natural persons registered according to the law to engage in industrial or commercial operation. An individual business may be given a trade name.

Article 55 Leaseholding farm households refer to members of a rural collective economic organization who have obtained the lease holding right of the rural contracted land according to the law and engage in household contractual management.

Article 56 The debts of an individual business shall be borne by the individual's property if the business is operated by an individual or by the family's property if the business is operated by a family. If it is impossible to distinguish whether the individual business is operated by an individual or by a family, the debts of such individual business shall be borne by the family's property.
The debts of a leaseholding farm household shall be borne by the property of the household that engages in the contractual management of rural land or by the property of partial members of a household who actually engage in the contractual management of rural land.

Chapter III Legal Persons

Section 1 General Provisions

Article 57 A legal person is an organization that has capacity for civil rights and capacity for civil conduct, and independently enjoys civil rights and assumes civil obligations in accordance with the law.

Article 58 A legal person shall be established in accordance with the law.
A legal person shall have its own name, organization, premises and property or funds. Specific conditions and procedures for establishing a legal person shall be subject to provisions stipulated by laws and administrative regulations.
Where the establishment of a legal person shall be approved by the relevant authorities according to the provisions of laws and administrative regulations, such provisions shall apply.

Article 59 A legal person's capacity for civil rights and capacity for civil conduct arise when a legal person is established and cease to exist when the legal person terminates.

Article 60 A legal person shall independently assume civil liability with regard to all of its property.

Article 61 In accordance with the law or the articles of association of a legal person, the responsible person who acts on behalf of a legal person in performing civil activities shall be its legal representative.
Where the legal representative of a legal person engages in civil activities in the name of the legal person, the legal consequences incurred shall be undertaken by the legal person.
The restriction on the scope of the legal representative's right of representation imposed by a legal person's articles of association or its authoritative body shall not challenge any bona fide other party.

Article 62 Where the legal representative of a legal person causes any damage to others while performing its duties, the legal person shall assume the corresponding civil liability.
The legal person, after assuming civil liability, has the right to claim the repayment from the legal representative at fault in accordance with the law or its articles of association.

Article 63 A legal person's domicile shall be the place where its principal place of business is located. Where a legal person does need to be registered according to the law, it shall register the place where its principal place of business is located as its domicile.

Article 64 Where any registered particular of a legal person changes during its existence, an application for change of registration shall be filed with the registration authority in accordance with the law.

Article 65 The actual situations of a legal person that are inconsistent with the registered particulars shall not challenge any bona fide other party.

Article 66 A registration authority shall publish the relevant information registered by a legal person in a timely manner according to the law.

Article 67 Where a legal person is merged, its rights and obligations are enjoyed and assumed by the legal person that results from the merger.
Where a legal person is divided, its rights and obligations are enjoyed and assumed by the legal person that results from the division jointly and severally, unless otherwise agreed upon by the creditor and the debtor.

Article 68 A legal person subject to any of the following reasons shall be terminated when it completes liquidation and deregistration:
1. The legal person is dissolved;
2. The legal person is declared bankrupt; or
3. Other reasons stipulated by the law.
Where the termination of a legal person shall be approved by the relevant authorities according to the provisions of the laws and administrative regulations, such provisions shall apply.

Article 69 A legal person shall be dissolved under any of the following circumstances:
1. The existence period specified in the legal person's articles of association expires, or other causes of dissolution specified in the legal person's articles of association arise;
2. The legal person's authoritative body makes a resolution for the dissolution;
3. The legal person is dissolved due to merger or division;
4. The legal person's business license or registration certificate is revoked according to the law, or the legal person is ordered to close down or is canceled; or
5. Other circumstances stipulated by the law arise.

Article 70 Where a legal person is dissolved, except for being merged or split up, the liquidation obligors shall establish a liquidation group to liquidate the legal person in a timely manner.
Members of a legal person's executive body or decision-making body, such as directors and council members, are the liquidation obligors. Where there are provisions otherwise specified by laws and administrative regulations, such provisions shall apply.
Where the liquidation obligors cause any damage as a result of their failure to fulfill their liquidation obligations in a timely manner, they shall undertake civil liability; the competent authority or an interested person may petition the people's court to appoint persons concerned to establish a liquidation group to liquidate the legal person.

Article 71 The liquidation procedures and the functions and powers of the liquidation group of a legal person shall be subject to the provisions of relevant laws; if no provisions are available, the relevant provisions of the Company Law shall apply mutatis mutandis.

Article 72 In the course of liquidation, a legal person shall continue in existence, but shall not conduct any activity irrelevant to the liquidation.
The residual property after the legal person is liquidated shall be dealt with in accordance with the provisions of the legal person's articles of association or the resolution made by the legal person's authoritative body. Where there are other provisions in the law, such provisions shall apply.
The legal person shall terminate when the liquidation is accomplished and such legal person is deregistered; if a legal person does not need to be registered according to the law, it shall terminate once the liquidation is accomplished.

Article 73 A legal person that is declared bankrupt shall terminate when its bankruptcy liquidation is accomplished and it is deregistered according to the law.

Article 74 A legal person may establish its branches according to the law. Where the branches shall be registered in accordance with the provisions of laws and administrative regulations, such provisions shall apply.
Where a branch engages in civil activities in its own name, the civil liability caused thereby shall be assumed by the legal person. Such civil liability may also be borne by virtue of the property managed by the branch first and then be assumed by the legal person provided that the extent of such civil liability exceeds the value of the branch's property.

Article 75 For civil activities conducted by the founder for the purpose of establishing a legal person, the legal consequences incurred shall be undertaken by the legal person. If the founder fails to establish the legal person, the legal consequences incurred shall be undertaken by the founder; if two or more persons serve as the founder, they shall enjoy creditors' rights and assume debts jointly and severally.
Where a founder conducts civil activities in its own name for the purpose of establishing a legal person, the third party has the right to request the legal person or the founder to bear the civil liability arising therefrom.

Section 2 Profit-making Legal Persons

Article 76 A legal person established for the purpose of seeking profits and distributing the same to its shareholders and other investors is a profit-making legal person.
Profit-making legal persons shall include limited liability companies, joint stock limited companies and other enterprise legal persons.

Article 77 A profit-making legal person is incorporated once it is registered according to the law.

Article 78 For a profit-making legal person established according to the law, the registration authority shall issue the business license for a profit-making legal person. The issue date of the business license shall be the date when the profit-making legal person is established.

Article 79 To establish a profit-making legal person, the legal person's articles of association shall be developed in accordance with the law.

Article 80 A profit-making legal person shall establish its authoritative body.
The authoritative body is responsible for exercising its functions and powers in modifying the articles of association of the legal person and electing or changing members of the executive body and supervision body, and other functions and powers set forth in the articles of association of the legal person.

Article 81 A profit-making legal person shall establish its executive body.
The executive body is responsible for exercising its functions and powers in convening the meeting of the authoritative body, determining the legal person's business plans and investment programs and setting up of the legal person's internal management organizations, and other functions and powers set out in the articles of association of the legal person.
If a profit-making legal person's executive body is its board of directors or executive director, the chairman of the board of directors, executive director or manager shall act as the legal representative in accordance with the articles of association of the legal person; if the legal person has not set up the board of directors or executive director, the main responsible person as stipulated in the articles of association of the legal person shall be its executive body and legal representative.

Article 82 If a profit-making legal person has set up a supervision body such as board of supervisors or supervisor, the supervision body shall legally exercise its functions and powers in inspecting the legal person's financial affairs and supervising the performance of duties in the legal person by members of the executive body and senior officers, and other functions and powers prescribed by the legal person's articles of association.

Article 83 No investor of a profit-making legal person may damage the interests of the legal person or other investors by abusing the investor's rights. Any investor of such legal person who causes losses to the legal person or other investors by abusing the investor's rights shall bear the relevant civil liability according to the law.
No investor of a profit-making legal person may damage the interests of any creditor of the legal person by abusing the independent status as a legal person or the limited liability of the investor. Any investor of the legal person who avoids debts and seriously damages the interests of any creditor of the legal person by abusing their independent status as a legal person or the limited liability of the investor shall be jointly held liable for the legal person's debts.

Article 84 The controlling investor, actual controller, directors, supervisors and senior officers of a profit-making legal person shall not damage the interests of the legal person by making use of its associated-party relationship, and shall be held liable for compensation if they do cause any damage to the legal person by taking advantage of such associated-party relationship.

Article 85 If any procedure for convening a meeting or voting method adopted by a profit-making legal person's authoritative body or executive body through a resolution is against laws, administrative regulations or the articles of association of the legal person, or any content of the resolution made is in breach of the articles of association of the legal person, the investor of the profit-making legal person may request the people's court to cancel the resolution, without prejudice to the civil legal relation established between the profit-making legal person and any bona fide other party based on such resolution.

Article 86 To conduct business activities, a profit-making legal person shall comply with commercial ethics, maintain the safety of transactions, accept the supervision by the government and the public, and assume social responsibilities.

Section 3 Non-profit Legal Persons

Article 87 A legal person that is established for public welfare or other non-profit purposes and does not distribute profits to its investors, founders or members is a non-profit legal person.
Non-profit legal persons include public institutions, social organizations, foundations and social service organizations.

Article 88 A public institution which meets the requirements for a legal person and is established in order to meet the needs of economic and social development and provide public welfare services acquires the status of public institution as a legal person after it is registered according to the law for its establishment; a public institution which does not need to be registered as a legal person according to the law shall have the status of public institution as a legal person on the day when it is established.

Article 89 Where a public institution as a legal person has established a council, the council shall be its decision-making body, unless otherwise provided by laws. The legal representative of a public institution as a legal person shall be selected as prescribed by laws, administrative regulations and its articles of association.

Article 90 A social organization which meets the requirements for a legal person and is established based on the common will of its members for public welfare or common interests of its members and other non-profit purposes acquires the status of social organization as a legal person after it is registered according to the law for its establishment; a social organization which does not need to be registered as a legal person according to the law shall have the status of social organization as a legal person on the day when it is established.

Article 91 To establish a social organization as a legal person, the legal person's articles of association shall be developed in accordance with the law.
A social organization as a legal person shall establish its authoritative body such as membership assembly or membership representative congress.
A social organization as a legal person shall establish its executive body such as council. The responsible person such as the general director or the president shall act as the legal representative in accordance with the articles of association of the legal person.

Article 92 A foundation or social service organization which meets the requirements for a legal person and is established with donated property for public welfare purposes acquires the status of legal person of donation after it is registered according to the law due to its establishment.
A venue for religious activities which is established according to the law and meets the requirements for a legal person may apply for registration as a legal person and acquire the status of legal person. Where there are provisions stipulated by laws and administrative regulations on religious activities, such provisions shall apply.

Article 93 To establish a consortium legal person, its articles of association shall be developed in accordance with the law.
A consortium legal person shall establish its decision-making body such as council or democratic management organization, as well as executive body. The responsible person such as the general director shall act as the legal representative in accordance with the legal person's articles of association.
A consortium legal person shall establish its supervision body such as board of supervisors.

Article 94 Donors are entitled to turn to the consortium legal person for inquiries about the use and management of donated property, and give their opinions and proposals. The consortium legal person shall timely and truthfully reply to such inquiries.
Where the procedures adopted by the decision-making body, executive body or legal representative of a consortium legal person to make a decision violate any laws, administrative regulations or the legal person's articles of association, or the contents of such decision go against the legal person's articles of association, interested persons such as the donors or the competent authority may apply to the people's court for revocation of such decision, without prejudice to the civil legal relation established between the consortium legal person and any bona fide other party based on such decision.

Article 95 When a non-profit legal person established for public welfare purposes terminates, it shall not distribute its residual property to its investors, founders or members; such residual property shall be used for public welfare purposes in accordance with its articles of association or the resolution made by its authoritative body; where such residual property cannot be dealt with in accordance with its articles of association or the resolution made by its authoritative body, the competent authority shall take charge of transferring such residual property to other legal persons with the same or similar purposes, and publish the same to the public.

Section 4 Special Legal Persons

Article 96 Special legal persons refer to official organs, rural collective economic organizations, urban and rural cooperative economic organizations and grass-roots self-governing mass organizations as legal persons as prescribed in this Section.

Article 97 An independently funded official organ or a statutory body with administrative functions acquires the status of official organ as a legal person on the day when it is established and is allowed to conduct civil activities necessary for the performance of its functions.

Article 98 Where an official organ as a legal person is canceled, the legal person shall terminate and its civil rights and obligations shall be enjoyed and assumed by another legal-person official organ as its successor; if there is no legal-person official organ as its successor, such rights and obligations shall be enjoyed and assumed by certain official organs as a legal person which makes the decision to cancel the above-said official organ as a legal person.

Article 99 A rural collective economic organization shall obtain the status of legal person according to the law.
Where there are provisions stipulated by the laws and administrative regulations on rural collective economic organizations, such provisions shall apply.

Article 100 An urban or rural cooperative economic organization shall obtain the status of legal person according to the law.
Where there are provisions stipulated by the laws and administrative regulations on urban or rural cooperative economic organizations, such provisions shall apply.

Article 101 A neighborhood committee or village committee has the status of grass-roots self-governing mass organization as a legal person and is allowed to conduct civil activities necessary for the performance of its functions.
Where no village collective economic organization is established, a village committee may function as a village collective economic organization according to the law.

Chapter IV Unincorporated Associations

Article 102 An unincorporated association is an association that is not qualified as a legal person but is able to engage in civil activities in its own name according to the law.
Unincorporated associations include sole proprietorship enterprises, partnership enterprises, professional service organizations not qualified as a legal person and others.

Article 103 An unincorporated association shall be registered as prescribed by the law.
Where the establishment of an unincorporated association shall be approved by the relevant authorities according to provisions of the laws and administrative regulations, such provisions shall apply.

Article 104 Where the property of an unincorporated association is insufficient for paying off its debts, its investors or founders shall assume unlimited liability. Where there are other provisions in the law, such provisions shall apply.

Article 105 An unincorporated association may choose one or more persons to engage in civil activities on its behalf.

Article 106 An unincorporated association shall be dissolved under any of the following circumstances:
1. Where the existence period specified in the articles of association expires, or other causes of dissolution specified in the articles of association arise;
2. Where its investors or founders decide to dissolve it; or
3. Other circumstances stipulated by the law arise.

Article 107 Where an unincorporated association is to be dissolved, it shall carry out liquidation according to the law.

Article 108 In addition to the provisions of this Chapter, the relevant provisions prescribed in Section 1 of Chapter III of this Law shall apply mutatis mutandis to unincorporated associations.

Chapter V Civil Rights

Article 109 The personal freedom and human dignity of a natural person shall be protected by the law.

Article 110 A natural person enjoys the rights to life, body, health, personal name, portrait, reputation, honor, privacy, and marry by choice, and other rights.
A legal person or an unincorporated association enjoys the rights to name, reputation and honor, and other rights.

Article 111 The personal information of a natural person shall be protected by the law. Any organization or individual shall legally obtain the personal information of others when necessary and ensure the safety of such personal information, and shall not illegally collect, use, process or transmit the personal information of others, or illegally buy or sell, provide or make public the personal information of others.

Article 112 Personal rights of a natural person that arise from marriage and family relations shall be protected by the law.

Article 113 The property rights of civil subjects shall receive equal protection under the law.

Article 114 A civil subject enjoys real rights in accordance with the law.
Real rights refer to a right holder's exclusive right of direct control over a specific property in accordance with the law, and include ownership, usufruct rights and collateral rights.

Article 115 Property shall include immovables and movables. Where rights are deemed as the objects of real rights under provisions of the law, such provisions shall apply.

Article 116 Types and contents of real rights shall be prescribed by the law.

Article 117 Fair and reasonable compensation shall be paid if any immovables or movables are expropriated or acquired for public interests according to the authority and procedure as prescribed by the law.

Article 118 A civil subject enjoys creditors' rights in accordance with the law.
Creditors' rights refer to the rights possessed by a right holder to require a specific obligor to perform or not to perform certain obligations arising from contracts, torts, negotiorum gestio and unjust enrichment, and other provisions of the law.

Article 119 A contract entered into in accordance with the law is legally binding on the parties concerned.

Article 120 In the case of any infringement of civil rights and interests, the infringed is entitled to request the infringer to assume the liability for such infringement.

Article 121 A person, who manages affairs 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.

Article 122 A person who gains unjust enrichment without any legal basis, resulting in loss to another person, shall return the unjust enrichment to the person who suffers the loss upon the request thereof.

Article 123 A civil subject enjoys intellectual property rights in accordance with the law.
Intellectual property rights are the proprietary rights enjoyed by right holders in accordance with the law in respect of the following objects:
1. Works;
2. Inventions, utility models and designs;
3. Trademarks;
4. Geographic indications;
5. Trade secrets;
6. Layout designs of integrated circuits;
7. New varieties of plants; and
8. Other objects specified by the law.

Article 124 A natural person enjoys the right to inheritance in accordance with the law.
A natural person's legal private property may be inherited in accordance with the law.

Article 125 A civil subject enjoys stock rights and other investment rights in accordance with the law.

Article 126 A civil subject enjoys other civil rights and interests specified by the law.

Article 127 Where the law contains provisions in respect of the protection of data and network virtual property, such provisions shall apply.

Article 128 Where certain laws have special provisions to protect the civil rights of minors, the elderly, the disabled, women and consumers, such provisions shall apply.

Article 129 Civil rights may be obtained based on civil juristic acts, factual behaviors, events or other ways prescribed by the law.

Article 130 Civil subjects shall, at their own will, exercises civil rights in accordance with the law without interference.

Article 131 Civil subjects shall perform obligations as provided by the law and as agreed with the parties concerned, while exercising their rights.

Article 132 No civil subject may damage the national interests, social and public interests, or the lawful rights and interests of others by abuse of civil rights.

Chapter VI Civil Juristic Acts

Section 1 General Provisions

Article 133 A civil juristic act shall be the act of a civil subject to establish, change or terminate a civil juristic relationship through expression of intent.

Article 134 A civil juristic act may be instituted either based on the unanimous expression of intent made by two or more parties, or based on the expression of intent made by one party.
A resolution of a legal person or an unincorporated association shall be instituted if it is made according to the discussion methods and voting procedures stipulated by the law or by its articles of association.

Article 135 A civil juristic act may be in written, oral or other forms. If the law or administrative regulation stipulates or the parties concerned agree that a particular form shall be adopted, such form shall be adopted.

Article 136 A civil juristic act shall become effective once it is instituted, unless otherwise stipulated by the law or agreed between the parties concerned.
An actor may not arbitrarily alter or rescind his or her civil juristic act, except in accordance with the law or with the other party's consent.

Section 2 Expression of Intent

Article 137 An expression of intent made verbally shall become effective at the time when the other party learns of its contents.
An expression of intent made in a form other than verbal communication shall become effective at the time when it reaches the other party. If an expression of intent is made in the form of a data message other than verbal communication, and the other party has designated a specific system to receive the data message, the data message shall become effective at the time when it enters the specific designated system; if no specific system is designated, the data message shall become effective at the time when the other party knows or should have known that the data message has entered the system. Where the parties concerned have otherwise agreed as to the time when the expression of intent made in the form of data messages becomes effective, such agreement shall apply.

Article 138 An expression of intent that is not made to a specific party shall become effective immediately once it is made. Where there are other provisions in the law, such provisions shall apply.

Article 139 An expression of intent made in the form of an announcement shall become effective once it is announced.

Article 140 An actor may make an expression of intent explicitly or impliedly.
The implication shall be deemed an expression of intent only when it is stipulated by the law or agreed by the parties concerned, or conforms to the trade usage.

Article 141 An actor may withdraw its expression of intent. The notification to withdraw the expression of intent shall reach the other party before or at the same time when the expression of intent reaches the other party.

Article 142 The meaning of an expression of intent that is made to a certain party shall be interpreted according to the literal meaning of words used and in combination with the relevant articles, nature and purpose of the act, usual practices, and the principle of good faith.
In the interpretation of an expression of intent that is not made to a specific party, the real intention of an actor shall be sought by considering the relevant articles, nature and purpose of the act, usual practices, and the principle of good faith, instead of being completely confined to the literal meaning of the words used.

Section 3 Validity of Civil Juristic Acts

Article 143 A valid civil juristic act shall meet the following requirements:
1. The actor has the relevant capacity for civil conduct;
2. The intent expressed is genuine; and
3. Such act does not violate the mandatory provisions of laws and administrative regulations or the public order and good morals.

Article 144 The civil juristic acts performed by a person who has no capacity for civil conduct shall be null and void.

Article 145 A civil juristic act performed by a person who has limited capacity for civil conduct shall be valid provided such act relates to the pure acquisition of benefits or is made according to his or her age, intelligence and mental health; other civil juristic acts performed by such person may become valid upon consent or acknowledgment of his or her agent ad litem.
The other party may urge the agent ad litem to make acknowledgment within one month upon receipt of notice. Where the agent ad litem does not respond, the acknowledgment shall be deemed to have been refused. Before the acknowledgment of a civil juristic act, a bona fide other party has the right to revoke it. The revocation shall be made by serving a notice.

Article 146 Where an actor and another party perform a civil juristic act by making a false expression of intent, such act shall be deemed null and void.
For the validity of a civil juristic act concealed by giving a false expression of intent, such act shall be dealt with according to relevant provisions of the law.

Article 147 For a civil juristic act that is performed based on a substantial misunderstanding, the actor has the right to request a people's court or an arbitral institution to revoke such act.

Article 148 For a civil juristic act that is performed by a party against his or her real intention as a result of fraud committed by another party, the party has the right to request a people's court or an arbitral institution to revoke such act.

Article 149 In the event that a civil juristic act is performed by a party against his or her real intention as a result of fraud committed by a third party, the party may request a people's court or an arbitral institution to revoke such act only under the circumstance that the other party knows or might know about the fraud.

Article 150 For a civil juristic act that is performed by a party against his or her real intention as a result of coercion by another party or a third party, the party coerced has the right to request a people's court or an arbitral institution to revoke such act.

Article 151 Where a civil juristic act is obviously unfair when instituted by a party making use of another party's dangerous or unfavorable position or lack of judgment, the aggrieved party has the right to request a people's court or an arbitral institution to revoke such act.

Article 152 In the case of any of the following circumstances, the right of revocation shall be extinguished:
1. the party concerned or the party concerned with gross misunderstanding does not exercise his or her right of revocation within one year or three months from the date when he or she knows or should have known the cause for revocation;
2. the party coerced does not exercise his or her right of revocation within one year from the date when the coercion ceases;
3. the party concerned waives his or her right of revocation by an explicit statement or by his or her own act after he or she knows the cause for revocation.
Where the party concerned does not exercise his or her right of revocation within five years from the date when the civil juristic act is performed, the right of revocation shall be extinguished.

Article 153 A civil juristic act that violates the mandatory provisions of laws and administrative regulations shall be null and void, except where the mandatory provisions do not result in the invalidity of such civil juristic act.
A civil juristic act that is against the public order and good morals shall be null and void.

Article 154 Where an actor colludes with another party to perform a civil juristic act that damages others' legitimate rights and interests, such act shall be null and void.

Article 155 A civil juristic act that is null and void or revoked shall not be legally binding from the very beginning of such act.

Article 156 If a part of a civil juristic act is null and void but it does not affect the validity of other parts, such other parts shall remain valid.

Article 157 When a civil juristic act becomes null and void, or has been revoked or has been determined as having no binding force, the actor who acquired property as a result of such act shall return the same; if it is impossible or unnecessary to return such property, compensation shall be paid at an estimated price. The party at fault shall compensate the other party for the loss it suffers as a result of the act; if both parties are at fault, they shall bear the corresponding responsibilities respectively. Where there are other provisions in the law, such provisions shall apply.

Section 4 Civil Juristic Acts with Conditions and Time Limits

Article 158 A civil juristic act may be subject to conditions, except where conditions are not allowed to be imposed according to the nature of the civil juristic act. If a civil juristic act is subject to a condition on its entry into effect, it becomes effective upon fulfillment of the condition. If a civil juristic act is subject to a condition for dissolution, it ceases to be effective upon fulfillment of the condition.

Article 159 For a conditional civil juristic act, if a party concerned prevents the fulfillment of a condition by improper means for the sake of its own interests, the condition shall be deemed to have been fulfilled; where a party concerned hastens the fulfillment of a condition by improper means, the condition shall be deemed not to have been fulfilled.

Article 160 A civil juristic act may be subject to a time limit, except where the time limit is not allowed to be imposed according to the nature of the civil juristic act. If a civil juristic act is subject to a time limit regarding its entry into effect, it becomes effective upon expiration of the time limit. If a civil juristic act is subject to a time limit for its termination, it ceases to be effective upon expiration of the time limit.

Chapter VII Agency

Section 1 General Provisions

Article 161 A civil subject may perform civil juristic acts through agents.
Civil juristic acts that shall be performed by the principal himself or herself pursuant to legal provisions or an agreement between the parties concerned or the nature of such civil juristic acts, shall not be performed through an agent.

Article 162 Civil juristic acts that are performed by an agent in the name of the principal within the scope of the power of agency shall have binding force on the principal.

Article 163 Agency shall include entrusted agency and statutory 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 the law.

Article 164 Where an agent fails to perform or does not fully perform his or her duties, thereby causing damage to the principal, the agent shall undertake civil liability.
If an agent and the other party commit malicious collusion, thereby harming the principal's legitimate rights and interests, the agent and the other party shall be held jointly liable.

Section 2 Entrusted Agency

Article 165 Where a civil juristic act is entrusted to an agent in written form, 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 be signed or sealed by the principal.

Article 166 Where a matter is entrusted to several agents, all of such agents shall exercise the power of agency jointly, unless otherwise agreed by the parties concerned.

Article 167 If an agent knows or should have known that the matters entrusted are illegal but still exercises the agency power, or if a principal knows or should have known that his or her agent's acts are illegal but fails to raise an objection, the principal and the agent shall be held jointly liable.

Article 168 An agent shall not perform a civil juristic act in the name of the principal with himself or herself, unless otherwise with the consent or acknowledgment of the principal.
An agent shall not perform a civil juristic act in the name of the principal with any other party who entrusts such agent simultaneously, unless otherwise with the consent or acknowledgment of both principals.

Article 169 Where an agent needs to transfer its agency to a third party, he or she shall seek the consent or acknowledgment of the principal.
With the consent or acknowledgment of the principal regarding the transfer of agency, the principal may directly instruct the third party to whom the agency has been transferred the matters entrusted, and the agent shall only bear the liability for the selection of the third party and the instructions given to the third party.
Without the consent or acknowledgment of the principal regarding the transfer of agency, the agent shall bear the liability for the acts of the third party to whom the agency has been transferred, except where it is indeed necessary for the agent to transfer the agency to a third party in an emergency in order to safeguard the interests of the principal.

Article 170 Where a person who performs work tasks for a legal person or an unincorporated association performs civil juristic acts related to matters within his or her scope of functions and powers in the name of the legal person or the unincorporated association, such acts shall have binding force on such legal person or unincorporated association.
Any restrictions imposed by the legal person or unincorporated association on the scope of functions and powers of the person performing work tasks for the legal person or unincorporated association shall not be a valid defense against any bona fide other party.

Article 171 Any acts of agency continually performed by an actor without the power of agency, beyond the scope of his or her power of agency or after his or her power of agency has expired shall not be binding on the principal without the acknowledgment of such principal.
The other party may urge the principal to make acknowledgment within a month from the date of receiving the notice. Where the principal does not respond, the acknowledgment shall be deemed to have been refused. Before the acknowledgment of the acts performed by an actor, the bona fide other party has the right of revocation. The revocation shall be made by serving a notice.
Where the principal refuses to acknowledge such acts performed by an actor, the bona fide other party has the right to request the actor to perform obligations or pay compensation for any injury incurred, provided that such compensation shall not exceed the interests that should have been acquired by the other party when such acts of agency are acknowledged by the principal.
Where the other party knows or should have known that the actor has no power of agency, the other party and the actor shall respectively bear the liability according to their own faults.

Article 172 For any acts of agency continually performed by an actor without the power of agency, beyond the scope of his or her power of agency or after his or her power of agency has expired, such acts of agency shall be valid if the other party has reasons to believe that the actor has the power of agency.

Section 3 Termination of Agency

Article 173 An entrusted agency shall be terminated under any of the following circumstances:
1. Where the period of agency expires or the matters entrusted are completed;
2. Where the principal dissolves the entrustment or the agent declines the entrustment;
3. Where the principal loses his or her capacity for civil conduct;
4. Where the agent or the principal dies; or
5. Where a legal person or an unincorporated association acting as the principal or an agent is terminated.

Article 174 The acts of agency performed by an entrusted agent after the principal dies shall be valid under any of the following circumstances:
1. Where the agent does not know and should not have known that the principal has died;
2. Where the successors of the principal acknowledge such acts;
3. Where the power of attorney explicitly states that the power of agency shall terminate upon completion of the entrusted affairs; or
4. Where such acts have been performed before the principal dies and continue for the sake of the principal's successors.
The provisions in the preceding paragraphs shall apply mutatis mutandis to the circumstance where a legal person or an unincorporated association acting as the principal is terminated.

Article 175 The statutory agency shall be terminated under any of the following circumstances:
1. Where the principal obtains or recovers the full capacity for civil conduct;
2. Where the agent loses his or her capacity for civil conduct;
3. Where the agent or the principal dies; or
4. Other circumstances stipulated by the law arise.

Chapter VIII Civil Liability

Article 176 A civil subject shall fulfill his or her civil obligations and bear civil liability in accordance with provisions of the law and agreements reached between the parties concerned.

Article 177 Where two or more persons share civil liability according to the law, they shall bear the corresponding civil liability respectively if their respective liability can be determined; or evenly undertake civil liability if it is difficult to determine their respective liability.

Article 178 Where two or more persons are jointly held liable according to the law, the obligee is entitled to request part or all of the persons jointly held liable to bear the relevant liability.
The share of liability of persons jointly held liable shall be determined based on the liability borne respectively; and they shall evenly undertake the liability if it is difficult to determine the liability borne respectively. Where liability actually borne by a person jointly held liable exceeds his or her share of liability, he or she is entitled to claim compensation from other persons jointly held liable.
Joint liability shall be subject to provisions stipulated by the law or agreements reached between the parties concerned.

Article 179 Civil liability can be borne mainly in the following ways:
1. Cessation of infringements;
2. Removal of obstacles;
3. Elimination of dangers;
4. Return of property;
5. Restoration to the original condition;
6. Repair, reworking or replacement;
7. Continuous performance;
8. Compensation for losses;
9. Payment of damages for breach of contract;
10. Elimination of ill effects and rehabilitation of reputation; and
11. Extension of an apology.
Where the law contains provisions on punitive compensation, such provisions shall apply.
The ways for bearing civil liability set forth in this Article may be applied exclusively or concurrently.

Article 180 If the failure to fulfill civil obligations is caused by force majeure, no civil liability shall be borne. Where there are other provisions in the law, such provisions shall apply.
Force majeure refers to any objective circumstance that is unforeseeable, unavoidable and insurmountable.

Article 181 A person who causes harm in exercising a justifiable defense shall not bear civil liability.
If such justifiable defense exceeds the limit of necessity and undue harm is caused, the person exercising such justifiable defense shall bear civil liability on a reasonable basis.

Article 182 If an injury is caused by an action taken to avoid an imminent danger, the person who gives rise to such danger shall bear civil liability.
If the danger arises from natural causes, the person acting to avoid such danger shall not bear civil liability, and may offer to pay reasonable compensation.
If the action taken to avoid the danger is improper or exceeds the limit of necessity and undue harm is caused, the person acting to avoid such danger shall bear civil liability on a reasonable basis.

Article 183 Where a person acts in order to protect any other's civil rights and interests, thereby harming himself or herself, the infringer shall bear civil liability and the beneficiary may pay reasonable compensation. Where there is no infringer, or the infringer has fled or is unable to bear civil liability, the beneficiary shall pay reasonable compensation if the infringed claims compensation.

Article 184 A person who causes harm to any recipient in volunteering to provide emergency assistance shall not bear civil liability.

Article 185 A person who damages the social and public interests by infringing upon the name, portrait, reputation and honor of a hero or a martyr shall bear civil liability.

Article 186 Where a party concerned breaches an agreement, thus causing harm to the other party's personal or property rights and interests, the aggrieved party has the right to request such party to assume the liability for the breach or for the infringement.

Article 187 Where a civil subject shall bear civil liability, administrative liability and criminal liability simultaneously for a single act, the administrative liability or criminal liability borne does not affect the civil liability to be borne; where the civil subject's property is insufficient to cover the payment, the property shall be used in the first place for civil liability purposes.

Chapter IX Limitation of Action

Article 188 The limitation of action regarding applications to a people's court for protection of civil rights shall be three years. Where there are other provisions in the law, such provisions shall apply.
A limitation of action shall run from the date when an obligee knows or should have known that his or her rights have been infringed and who the obligor is. Where there are other provisions in the law, such provisions shall apply. However, the people's court shall not protect his or her rights if 20 years have passed since the infringement. Under special circumstances, the people's court may decide to extend the limitation of action upon application filed by the obligee.

Article 189 Where the parties concerned have agreed that the same obligation will be performed in installments, the limitation of action shall run from the date when the time limit for payment of the last installment expires.

Article 190 The limitation of action for the right of claim between a person who has no or limited capacity for civil conduct and his or her statutory agent shall run from the date when the statutory agency is terminated.

Article 191 The limitation of action for the right of claim for compensation for injury to a minor who suffers from sexual assault shall run from the date when the victim reaches the age of 18.

Article 192 When the limitation of action expires, an obligor may raise a plea of not fulfilling his or her obligations.
If the obligor agrees to fulfill his or her obligations after the expiration of the limitation of action, he or she shall not raise a plea on the ground of the expiration of the limitation of action; where such obligor has fulfilled his or her obligations voluntarily, no request for return may be made.

Article 193 A people's court shall not apply the provisions on the limitation of action actively.

Article 194 A limitation of action shall be suspended during the last six months of the limitation if the right of claim cannot be exercised because of the following obstacles:
1. Force majeure;
2. The person who has no or limited capacity for civil conduct has no statutory agent, or his or her statutory agent dies or loses the capacity for civil conduct or the power of agency;
3. Neither a successor nor a legacy caretaker has been determined after the commencement of succession;
4. The obligee is controlled by the obligor or other persons; and
5. Other obstacles that result in the failure of the obligee to exercise the right of claim.
The limitation of action shall expire after six months from the date when the obstacles causing the suspension are eliminated.

Article 195 A limitation of action shall be interrupted under any of the following circumstances, and shall recommence from the time when the interruption or the relevant procedure is terminated:
1. Where the obligee claims for the fulfillment of obligations by the obligor;
2. Where the obligor agrees to fulfill the obligations;
3. Where the obligee files a lawsuit or applies for arbitration; or
4. Other circumstances which have the same effect as filing a lawsuit or applying for arbitration arise.

Article 196 The limitation of action shall not apply to the following rights of claim:
1. a claim for ceasing infringements, removing obstacles and eliminating dangers;
2. a claim of the obligee with real property titles and registered real rights of movables for returning his or her property;
3. a claim for paying upbringing payment, alimony payment, or maintenance fee; and
4. other rights of claim that shall not be subject to a limitation of action according to the law.

Article 197 The periods, calculation methods, and the reasons for a suspension or interruption in respect of the limitation of action shall be prescribed by the law and those agreed by and between the parties concerned shall be null and void.
Where a party concerned waives in advance the interests derived from the limitation of action, such waiver shall be null and void.

Article 198 Where the law contains provisions on the limitation of arbitration, such provisions shall apply; where there is no provision on the limitation of arbitration in the law, the provisions on the limitation of action shall apply.

Article 199 Unless otherwise prescribed by law, the duration of such rights as the right of revocation and the right of dissolution stipulated by the law or agreed by the parties concerned shall run from the date when a right holder knows or should have known that such right is created. The provisions on the suspension, interruption and extension of the limitation of action shall no longer apply to the above duration. When the above duration expires, the right of revocation, right of dissolution and other rights shall be extinguished.

Chapter X Calculation of Time Periods

Article 200 For the purpose of the Civil Law, a time period shall be calculated by the Gregorian calendar in years, months, days and hours.

Article 201 When a time period is calculated in years, months and days, the day on which the period begins shall not be counted as within the period; calculation shall begin from the next day.
When a time period is calculated in hours, calculation of such period shall begin from the time stipulated by the law or agreed by the parties concerned.

Article 202 When a time period is calculated in years and months, the same day of the last month as the day on which the period begins shall be taken as the last day of the time period; where there is no such same day, the end of the last month shall be taken as the last day of the time period.

Article 203 If the last day of a time period falls on a Sunday or an official holiday, the day after the holiday shall be taken as the last day of the time period.
The last day of a time period shall end at 24:00. If business hours are applicable, the last day shall end at the closing time for business.

Article 204 The calculation of a time period shall conform to the provisions of this Law, unless otherwise stipulated by the law or agreed by the parties concerned.

Chapter XI Supplementary Provisions

Article 205 For the purpose of the Civil Law, the terms "not less than", "not more than", "within", and "expires" shall include the given figure; the terms "under", "exceeds", and "beyond" shall not include the given figure.

Article 206 This Law shall come into force as of October 1, 2017.