· Document Number：Order No. 66 of the President

· Area of Law： Civil Law

· Level of Authority： Laws

· Date issued：03-15-2017

· Effective Date：10-01-2017

· Issuing Authority： National People's Congress

· Status： Effective

Order of the President of the People's Republic of China
(No. 66)
The General Provisions of the Civil Law of China, as adopted at the 5th Session of the Twelfth National People's Congress of the People's Republic of China on March 15, 2017, are hereby issued, and shall come into force on October 1, 2017.
President of the People's Republic of China: Xi Jinping
March 15, 2017
General Provisions of the Civil Law of the People's Republic of China
(Adopted at the 5th Session of the Twelfth National People's Congress on March 15, 2017)
Table of Contents
Chapter I Basic Provisions
Chapter II Natural Persons
Section 1 Capacity for Civil Rights and Capacity for Civil Conduct
Section 2 Guardianship
Section 3 Declaration of Absence and Declaration of Death
Section 4 Individual Industrial and Commercial Households and Rural Usufructuary Households
Chapter III Legal Persons
Section 1 General Rules
Section 2 For-Profit Legal Persons
Section 3 Non-Profit Legal Persons
Section 4 Special Legal Persons
Chapter IV Unincorporated Organizations
Chapter V Civil Rights
Chapter VI Juridical Acts
Section 1 General Rules
Section 2 Declaration of Will
Section 3 Validity of Juridical Acts
Section 4 Juridical Acts Subject to Conditions or Terms
Chapter VII Agency
Section 1 General Rules
Section 2 Agency by Mandate
Section 3 Termination of Agency
Chapter VIII Civil Liability
Chapter IX Extinctive Prescription
Chapter X Calculation of Time Periods
Chapter XI Supplemental Provisions
Chapter I Basic Provisions
Article 1 For the purposes of protecting the lawful rights and interests of the parties to civil legal relations, regulating civil relations, maintaining the social and economic order, meeting the developmental requirements of socialism with Chinese characteristics, and upholding core socialist values, this Law is enacted in accordance with the Constitution.
Article 2 Civil law regulates the personal relationships and property relationships among natural persons, legal persons, and organizations without juridical personality, as equal parties.
Article 3 The personal rights, property rights, and other lawful rights and interests of the parties to civil legal relations shall be protected by law, and no organization or individual may infringe upon such rights and interests.
Article 4 All parties to civil legal relations are equal in legal status in civil activities.
Article 5 The parties to civil legal relations shall conduct civil activities under the principle of free will, and create, modify, or terminate civil legal relations according to their own wills.
Article 6 The parties to civil legal relations shall conduct civil activities under the principle of fairness, and rationally determine the rights and obligations of each party.
Article 7 The parties to civil legal relations shall conduct civil activities under the principle of good faith, adhere to honesty, and fulfill their promises.
Article 8 The parties to civil legal relations shall not conduct civil activities in violation of the law, nor contrary to public order and good morals.
Article 9 The parties to civil legal relations shall conduct civil activities contributing to the conservation of resources and protection of environment.
Article 10 Civil disputes shall be resolved in accordance with the law; or if the law is silent, customs may apply, but not contrary to public order and good morals.
Article 11 Where there are any special provisions on civil relations in any other law, such special provisions shall apply.
Article 12 The law of the People's Republic of China shall apply to civil activities within the territory of the People's Republic of China, except as otherwise provided for by any law.
Chapter II Natural Persons
Section 1 Capacity for Civil Rights and Capacity for Civil Conduct
Article 13 A natural person has the capacity for civil rights from the moment of birth to the moment of death, enjoying civil rights and assuming civil obligations in accordance with the law.
Article 14 All natural persons are equal in capacity for civil rights.
Article 15 The time of birth and the time of death of a natural person shall be the ones recorded on his or her birth certificate or death certificate; or in the absence of a birth certificate or death certificate, the time shall be the one recorded in the household registration or any other valid identity registration. If there is any other evidence sufficient to overturn the aforesaid time, the time proved by such evidence shall prevail.
Article 16 Where the protection of the interests of a fetus is involved in, among others, a succession or acceptance of a gift, the fetus shall be presumed to have capacity for civil rights. However, in case of a stillborn, the fetus's capacity for civil rights has never existed.
Article 17 A natural person attaining the age of eighteen is an adult. A natural person under the age of eighteen is a minor.
Article 18 An adult has full capacity for civil conduct, and may perform juridical acts independently.
A minor attaining the age of sixteen and primarily relying on his or her own labor income in living is deemed a person with full capacity for civil conduct.
Article 19 A minor attaining the age of eight is a person with limited capacity for civil conduct, who shall be represented by his or her statutory agent in performing juridical acts or whose performance of juridical acts shall be consented to or ratified by his or her statutory agent, but may alone perform juridical acts which purely benefit the minor or are commensurate with his or her age and intelligence.
Article 20 A minor under the age of eight is a person without capacity for civil conduct, who shall be represented in performing civil juridical acts by his or her statutory agent.
Article 21 An adult incapable of discerning his or her conduct is a person without capacity for civil conduct, who shall be represented by his or her statutory agent in performing juridical acts.
The provision of the preceding paragraph shall also apply to a minor attaining the age of eight without the power of discernment of his or her conduct.
Article 22 An adult incapable of fully discerning his or her conduct shall be a person with limited capacity for civil conduct, who shall be represented by his or her statutory agent in performing juridical acts or whose performance of juridical acts shall be consented to or ratified by his or her statutory agent, but may perform alone juridical acts which purely benefit the adult or are commensurate with his or her intelligence and mental health.
Article 23 The guardian of a person without capacity for civil conduct or with limited capacity for civil conduct shall be the statutory agent of the person.
Article 24 For an adult incapable of discerning or fully discerning his or her conduct, an interested party or a relevant organization may apply to a people's court for determining the adult as a person without capacity for civil conduct or a person with limited capacity for civil conduct.
After the adult is determined by a people's court as a person without capacity for civil conduct or a person with limited capacity for civil conduct, the people's court may, based on the recovery of his or her intelligence or mental health, determine the adult as a person with limited capacity for civil conduct or a person with full capacity for civil conduct, upon his or her application or application of an interested party or a relevant organization.
For the purposes of this article, the relevant organizations include but are not limited to: an urban residents' committee, a villagers' committee, a school, a medical institution, a women's federation, a disabled persons' federation, an organization legally formed for seniors, and a civil affairs department, among others.
Article 25 The domicile of a natural person shall be his or her residence recorded in the household registration or any other valid identity registration; but if his or her habitual residence is different from the domicile, the habitual residence shall be deemed his or her domicile.
Section 2 Guardianship
Article 26 Parents have the obligations of maintenance, education, and protection of their minor children.
Adult children have the obligations of supporting, assistance, and protection of their parents.
Article 27 The parents of a minor are his or her guardians.
Where both parents of a minor are dead or incapable of acting as a guardian, one of the following persons capable of acting as a guardian shall act as the guardian of the minor in the following order:
(1) Paternal or maternal grandparents of the minor.
(2) Elder brothers or sisters of the minor.
(3) Other individuals or organizations willing to act as the guardian, provided that it is approved by the urban residents' committee, villagers' committee, or civil affairs department of the place of the minor's domicile.
Article 28 One of the following persons capable of acting as a guardian shall, in the following order, act as the guardian of an adult without capacity for civil conduct or with limited capacity for civil conduct:
(1) Spouse of the adult.
(2) Parents or children of the adult.
(3) Other close relatives of the adult.
(4) Other individuals or organizations willing to act as the guardian, provided that it is approved by the urban residents' committee, villagers' committee, or civil affairs department of the place of the adult's domicile.
Article 29 Where the parents of a ward are his or her guardians, they may designate the guardian by a will.
Article 30 Persons legally qualified for guardianship may, by agreement, determine the guardian. The true will of the ward shall be respected in the determination of guardian by agreement.
Article 31 In case of any dispute over the determination of guardian, the urban residents' committee, villagers' committee, or civil affairs department of the place of the ward's domicile may designate the guardian, and against the aforesaid designation, the relevant parties may apply to the people's court for designating the guardian; and the relevant parties may, notwithstanding, directly apply to the people's court for designating the guardian.
The urban residents' committee, villagers' committee, civil affairs department, or people's court shall respect the true will of the ward, and designate the guardian from among persons legally qualified for guardianship under the principle of most benefiting the ward.
Before the guardian is designated under paragraph 1 of this article, if the personal rights, property rights, and other lawful rights and interests of the ward are under no protection, the urban residents' committee, villagers' committee, relevant organization prescribed by the law, or civil affairs department of the place of the ward's domicile shall act as the provisional guardian.
After designation, the guardian shall not be replaced without permission; and in case of replacement without permission, the designated guardian is not relieved of his or her responsibilities.
Article 32 Where there is no person legally qualified for guardianship, the civil affairs department may or the urban residents' committee or villagers' committee of the place of the ward's domicile satisfying the conditions for performing the duty of guardianship may act as the guardian.
Article 33 An adult with full capacity for civil conduct may, by consulting in advance with his or her close relatives or other individuals or organizations willing to act as a guardian, determine his or her guardian in writing. When the adult loses all or part of capacity for civil conduct, the guardian determined by consultation shall perform the duty of guardianship of the adult.
Article 34 The duties of a guardian include but are not limited to representing the ward in performing juridical acts and protecting the personal rights, property rights, and other lawful rights and interests of the ward.
The guardian's rights arising from performance of the duty of guardianship in accordance with the law shall be protected by law.
A guardian failing to perform the duty of guardianship or infringing upon the ward's lawful rights and interests shall assume legal liability.
Article 35 A guardian shall perform the duty of guardianship under the principle of most benefiting the ward. The guardian shall not dispose of the ward's property unless for safeguarding the ward's interests.
The guardian of a minor shall, in the performance of the duty of guardianship, respect the ward's true will when making decisions related to the ward's interests according to the ward's age and intelligence.
The guardian of an adult shall, in the performance of the duty of guardianship, respect the ward's true will to the fullest extent, safeguard and assist the ward in performing juridical acts that are commensurate with the ward's intelligence and mental health. The guardian shall not interfere with any affairs that the ward is capable of handling alone.
Article 36 Where a guardian falls under any of the following circumstances, the people's court shall, upon application of the relevant individual or organization, disqualify the guardian, arrange necessary provisional guardianship measures, and designate another guardian in accordance with the law under the principle of most benefiting the ward:
(1) Acting seriously to the detriment of the ward's physical and mental health.
(2) Being slack in performing the duty of guardianship, or being incapable of performing the duty of guardianship but refusing to delegate part or all of the duty of guardianship to another person, which causes distress of the ward.
(3) Otherwise seriously infringing upon the ward's lawful rights and interests.
For the purposes of this article, the relevant individuals and organizations include but are not limited to: any other person legally qualified for guardianship, an urban residents' committee, a villagers' committee, a school, a medical institution, a women's federation, a disabled persons' federation, an organization for the protection of minors, an organization legally formed for seniors, and a civil affairs department.
Where the individuals and organizations except the civil affairs department as prescribed in the preceding paragraph fail to apply for the disqualification of the guardian to the people's court in a timely manner, the civil affairs department shall file such an application with the people's court.
Article 37 Parents, children, and spouses who support the wards in the form of child support, support for elderly parents, or spousal support in accordance with the law shall continue to perform such obligations after they are disqualified by the people's courts as guardians.
Article 38 Where the ward's parent or child shows true repentance after being disqualified from guardianship by the people's court, except one having committed an intentional crime on the ward, the people's court may, by respecting the ward's true will and according to the circumstances, reinstate his or her guardianship upon his or her application, and the guardianship between the guardian designated by the people's court and the ward shall terminate concurrently.
Article 39 Under any of the following circumstances, the guardianship shall terminate:
(1) The ward obtains or regains full capacity for civil conduct.
(2) The guardian becomes incapable of guardianship.
(3) The ward or the guardian dies.
(4) The guardian relationship otherwise terminates as determined by a people's court.
If the ward still needs guardianship after the guardianship terminates, another guardian shall be determined in accordance with the law.
Section 3 Declaration of Absence and Declaration of Death
Article 40 Where a natural person has disappeared for two years, an interested party may apply to a people's court for a declaration of absence of the natural person.
Article 41 The period of disappearance of a natural person shall be counted from the day when he or she is not heard from. If a person disappears during a war, the period of disappearance shall be counted from the day when the war ends or from the date of absence as confirmed by the relevant authority.
Article 42 The property of an absentee shall be under the custody of his or her spouse, adult children, parents, or any other person willing to act as custodian of the property.
If there is any dispute over custody or the persons as mentioned in the preceding paragraph do not exist or are incapable of custody, the property shall be under the custody of a person designated by a people's court.
Article 43 The property custodian shall appropriately manage the absentee's property, and protect the property rights and interests of the absentee.
Any taxes and debts owed and other expenses payable by the absentee shall be paid by the property custodian out of the absentee's property.
Where the property custodian causes damage to the absentee's property intentionally or with gross negligence, the custodian shall assume compensatory liability.
Article 44 Where the property custodian fails to perform the duty of custody, infringes upon the absentee's property rights and interests, or becomes incapable of custody, an interested party for the absentee may apply to a people's court for replacement of the property custodian.
The property custodian may, for good reason, apply to a people's court for replacement of the property custodian.
Where the people's court decides to replace the property custodian, the replacement custodian shall have the right to require the original custodian to hand over relevant property and report on property custody in a timely manner.
Article 45 Where an absentee reappears, the people's court shall revoke the declaration of absence upon application of the person or an interested party.
Where an absentee reappears, the person shall have the right to require the property custodian to hand over relevant property and report on property custody in a timely manner.
Article 46 Where a natural person falls under any of the following circumstances, an interested party may apply to a people's court for a declaration of death of the natural person:
(1) The natural person has disappeared for four years.
(2) The natural person has disappeared for two years from an accident.
Where a person has disappeared from an accident, and it is impossible for the person to survive the accident as certified by the relevant authority, an application for a declaration of death of the person is not subject to the two-year period.
Article 47 Where both an application for a declaration of death and an application for a declaration of absence of the same natural person are filed by the interested parties with a people's court, the people's court shall declare the death of the person if the conditions for a declaration of death as set out in this Law are met.
Article 48 The day when the people's court renders a judgment to declare the death of a person shall be deemed the date of death of the person; but if the person is declared dead for his or her disappearance from an accident, the day when the accident occurred shall be deemed the date of death of the person.
Article 49 Where a natural person declared dead is alive, the validity of the juridical acts performed by the natural person during the period of declared death shall not be affected.
Article 50 Where a person declared dead reappears, the people's court shall revoke the declaration of death upon application of the person or an interested party.
Article 51 The marital relationship of a person declared dead shall be extinguished from the date of declaration of death. If the declaration of death is revoked, the marital relationship shall resume automatically from the date of revocation of the declaration of death, unless his or her spouse has remarried or submits to the marriage registration authority a written statement of refusal to resume marriage.
Article 52 Where a child of a person declared dead is legally adopted by another person during the period of his or her declared death, the person shall not claim nullity of the adoption on the ground that the adoption is without his or her approval after the declaration of death is revoked.
Article 53 Where the declaration of death of a person is revoked, the person shall have the right to reclaim his or her property which has devolved to other parties to civil legal relationships in accordance with the law of succession. If any property cannot be reclaimed, the person shall be indemnified appropriately.
Where an interested party conceals facts, causing another person to be declared dead, and thus obtains any property of the person, the interested party shall, in addition to returning the property, assume compensatory liability for any loss so caused.
Section 4 Individual Industrial and Commercial Households and Rural Usufructuary Households
Article 54 A natural person conducting industrial and commercial operations upon registration in accordance with the law is an individual industrial and commercial household. An individual industrial and commercial household may have a trade name.
Article 55 A member of a rural collective economic organization who has obtained a usufruct on rural land in accordance with the law for farm operations of the household is a rural usufructuary household.
Article 56 Where the business of an individual industrial and commercial household is operated by an individual, the debts of the individual industrial and commercial household shall be assumed by the individual with his or her own property; where that is operated by a family, the debts of the individual industrial and commercial household shall be assumed by the family with family property; or where if it is impossible to ascertain whether that is operated by an individual or a family, the debts of the individual industrial and commercial household shall be assumed by the family with family property.
The debts of a rural usufructuary household shall be assumed by the rural household which operates on the rural land subject to the usufruct with family property or be assumed by some family members with their property who actually operate on the rural land subject to the usufruct.
Chapter III Legal Persons
Section 1 General Rules
Article 57 A legal person is an organization with capacity for civil rights and capacity for civil conduct which independently enjoys civil rights and assumes civil obligations in accordance with the law.
Article 58 A legal person shall be formed in accordance with the law.
A legal person shall have its own name, organs, domicile, and property or funding. The specific conditions and procedures for formation of a legal person shall be governed by laws and administrative regulations.
Where the formation of a legal person is subject to the approval of the relevant authority in accordance with any law or administrative regulation, such a law or administrative regulation shall apply.
Article 59 A legal person's capacity for civil rights and capacity for civil conduct arise when the legal person is formed and cease to exist when the legal person is terminated.
Article 60 A legal person shall assume civil liabilities independently with all of its property.
Article 61 In accordance with the provisions of laws or the bylaws of a legal person, the person in charge who conducts civil activities on behalf of the legal person shall be the legal representative of the legal person.
The legal consequences of civil activities conducted by the legal representative in the name of the legal person shall be assumed by the legal person.
Any restriction on the legal representative's right of representation imposed by the bylaws or the supreme organ of the legal person shall not be set up against bona fide opposite parties.
Article 62 Where the legal representative of a legal person causes damage to any other person in the performance of duties, the legal person shall assume civil liability for such damage.
The legal person may, after assuming such civil liability, claim reimbursement from the legal representative at fault in accordance with the laws or its bylaws.
Article 63 A legal person's domicile shall be the place of its principal office. If a legal person needs to be registered in accordance with the law, it shall register the place of its principal office as its domicile.
Article 64 Where any registered information on a legal person changes during its existence, the legal person shall apply for modification registration to the registration authority in accordance with the law.
Article 65 The inconsistency between the actual circumstances of a legal person and the registered information on the legal person shall not be set up against bona fide opposite parties.
Article 66 The registration authority shall, in accordance with the law, publish the relevant registration information on a legal person in a timely manner.
Article 67 In case of combination of a legal person, the surviving legal person shall enjoy the rights and assume the obligations of the legal person.
In case of division of a legal person, the surviving legal persons shall jointly and severally enjoy the rights and assume the obligations of the legal person, unless the creditor and the debtor have agreed otherwise.
Article 68 A legal person is terminated upon completion of liquidation and deregistration in accordance with the law for any of the following reasons:
(1) The legal person is dissolved.
(2) The legal person is declared bankrupt.
(3) Any other reason specified by laws.
Where the termination of a legal person is subject to the approval of the relevant authority in accordance with any law or administrative regulation, such a law or administrative regulation shall apply.
Article 69 A legal person shall be dissolved under any of the following circumstances:
(1) The duration stated in the legal person's bylaws expires, or any other cause of dissolution stated in the legal person's bylaws arises.
(2) The legal person's supreme organ makes a resolution for dissolution.
(3) The legal person is dissolved as required by business combination or division.
(4) The legal person's business license or registration certificate is revoked in accordance with the law, or the legal person is ordered to close down or is abolished.
(5) Any other circumstances specified by laws.
Article 70 Where a legal person is dissolved, except for business combination or division, the liquidation obligors shall form a liquidation group to conduct liquidation in a timely manner.
The members of a legal person's executive organ or decision-making organ, such as directors or council members, are liquidation obligors, except as otherwise provided for by any law or administrative regulation.
Where the liquidation obligors fail to fulfill their liquidation obligation in a timely manner, causing any damage, they shall assume civil liability; and the competent authority or an interested party may apply to a people's court for designating relevant persons to form a liquidation group to conduct liquidation.
Article 71 The liquidation procedures and the powers of the liquidation group of a legal person shall be governed by the provisions of relevant laws; and if there are no such provisions, the relevant provisions of the Company Law shall apply mutatis mutandis.
Article 72 In the course of liquidation, a legal person continues to exist, but shall not conduct any activity irrelevant to liquidation.
The residual property after the legal person is liquidated shall be dealt with in accordance with the provisions of the legal person's bylaws or the resolution of the legal person's supreme organ, except as otherwise provided for by any law.
The legal person is terminated upon completion of liquidation and deregistration of the legal person; or if the law does not require the legal person to be registered, it is terminated upon completion of liquidation.
Article 73 Where a legal person is declared bankrupt, it is terminated upon completion of bankruptcy liquidation and deregistration of the legal person in accordance with the law.
Article 74 A legal person may form branch offices in accordance with the law. If any law or administrative regulation requires the branch offices to be registered, such a law or administrative regulation shall apply.
Where a branch office conducts civil activities in its own name, any civil liability arising therefrom shall be assumed by the legal person; but such civil liability may be assumed first with the property managed by the branch office and then by the legal person for any deficit.
Article 75 The legal consequences of civil activities conducted by a promoter or promoters for the formation of a legal person shall be assumed by the legal person; but if the legal person fails to be formed, shall be assumed by the promoter or promoters, and in latter case, the two or more promoters shall jointly and severally enjoy rights and assume debts.
Where a promoter conducts civil activities in the name of the promoter for the formation of a legal person, a third party shall have the right to require the legal person or the promoter to assume civil liability arising therefrom.
Section 2 For-Profit Legal Persons
Article 76 A legal person formed for the purpose of making profits and distributing profits to its shareholders or other investors is a for-profit legal person.
For-profit legal persons include limited liability companies, joint stock limited companies, and other enterprise legal persons.
Article 77 A for-profit legal person is formed upon registration in accordance with the law.
Article 78 The registration authority shall issue a for-profit legal person business license to a for-profit legal person legally formed. The issue date of the business license shall be the date of formation of the for-profit legal person.
Article 79 For the formation of a for-profit legal person, the bylaws of the legal person shall be developed in accordance with the law.
Article 80 A for-profit legal person shall have a supreme organ.
The supreme organ exercises the powers of amending the bylaws of the legal person and electing or replacing members of the executive organ and supervisory organ and other powers stated in the bylaws of the legal person.
Article 81 A for-profit legal person shall have an executive organ.
The executive organ exercises the powers of convening the meetings of the supreme organ, deciding the legal person's business plans and investment proposals, and deciding the internal management structure of the legal person and other powers stated in the bylaws of the legal person.
Where the executive organ is a board of directors or is an executive director, the chairman of the board of directors, the executive director, or a manager shall serve as the legal representative in accordance with the provisions of the bylaws of the legal person; or where the legal person has no board of directors or executive director, the primary person in charge stated in the bylaws of the legal person shall be the executive organ and legal representative of the legal person.
Article 82 Where a for-profit legal person has a supervisory organ such as the board of supervisors or a supervisor, the supervisory organ shall, in accordance with the law, exercise the powers of inspecting the legal person's financial affairs and overseeing the performance of duties by the members of the executive organ and the senior executives of the legal person and the powers stated in the bylaws of the legal person.
Article 83 An investor of a for-profit legal person shall not damage the interests of the legal person or any other investor by abusing the rights of an investor. If the investor abuses the rights of an investor, causing any loss to the legal person or any other investor, the investor shall assume civil liability in accordance with the law.
An investor of a for-profit legal person shall not damage the interests of a creditor of the legal person by abusing the independent status of the legal person and the limited liability of the investor. If the investor abuses the legal person's independent status or the investor's limited liability to evade debts, causing serious damage to the interests of a creditor of the legal person, the investor shall be jointly and severally liable for the legal person's debts.
Article 84 The controlling investor, actual controller, directors, supervisors, and senior executives of a for-profit legal person shall not damage the interests of the legal person through affiliations. One that causes damage to the legal person through affiliations shall assume compensatory liability.
Article 85 Where a for-profit legal person's supreme organ or executive organ adopts a resolution under a convening procedure or in a voting mode that violates any law or administrative regulation or the bylaws of the legal person or any content of the resolution violates the bylaws of the legal person, an investor of the for-profit legal person may request a people's court to revoke the resolution, without prejudice to the civil legal relations formed between the for-profit legal person and bona fide opposite parties based on such a resolution.
Article 86 In business activities, a for-profit legal person shall comply with business ethics, maintain the safety of transactions, receive government supervision and public scrutiny, and assume social responsibilities.
Section 3 Non-profit Legal Persons
Article 87 A non-profit legal person is a legal person formed for public welfare or any other non-profit purpose without distribution of profits to its investors, promoters, or members.
Non-profit legal persons include but are not limited to public institutions, social groups, foundations, and social service organizations.
Article 88 A public institution satisfying the conditions for a legal person and to be formed for meeting the needs of economic and social development and providing public welfare services obtains the status of a public institution legal person upon formation through registration in accordance with the law; or if the law does not require it to undergo legal person registration, obtains the status of a public institution legal person from the date of formation.
Article 89 Where a public institution legal person has a council, the council shall be its decision-making organ, except as otherwise provided for by any law. The legal representative of a public institution legal person shall be determined in accordance with laws, administrative regulations, or its bylaws.
Article 90 A social group satisfying the conditions for a legal person and to be formed based on the common will of its members for public welfare, common interests of its members, or any other non-profit purpose obtains the status of a social group legal person upon formation through registration in accordance with the law; or if the law does not require it to undergo legal person registration, obtains the status of a social group legal person from the date of formation.
Article 91 For the formation of a social group legal person, the bylaws of the legal person shall be developed in accordance with the law.
A social group legal person shall have a supreme organ such as the congress of members or the congress of representatives of members.
A social group legal person shall have an executive organ such as a council. The person in charge of the council, such as the chairman or president, shall serve as the legal representative in accordance with the bylaws of the legal person.
Article 92 A foundation or a social service organization, among others, satisfying the conditions for a legal person and to be formed with donated property for public welfare purposes obtains the status of a donation-based legal person upon formation through registration in accordance with the law.
A venue for holding religious activities formed in accordance with the law and satisfying the conditions for a legal person may apply for legal person registration and obtain the status of a donation-based legal person, subject to any provisions of laws and administrative regulations relating to the venues for holding religious activities.
Article 93 For the formation of a donation-based legal person, the bylaws of the legal person shall be developed in accordance with the law.
The donation-based legal person shall have a decision-making organ, such as a council or a democratic governing body, and an executive organ. The person in charge of the decision-making organ such as the chairman shall serve as the legal representative in accordance with the bylaws of the legal person.
The donation-based legal person shall have a supervisory organ such as a board of supervisors.
Article 94 Donors shall be entitled to ask the donation-based legal person about the use and management of donated property and give their opinions and recommendations, and the donation-based legal person shall give honest replies in a timely manner.
Where a donation-based legal person's decision-making organ, executive organ, or legal representative makes a decision under a procedure that violates any law or administrative regulation or the bylaws of the legal person or the content of the decision violates the bylaws of the legal person, a donor or any other interested party or the competent authority may request the people's court to revoke the decision, without prejudice to the civil legal relationship formed between the donor-based legal person and bona fide opposite parties based on the decision.
Article 95 When a non-profit legal person formed for public welfare purposes is terminated, it shall not distribute any residual property to its investors, promoters, or members. The residual property shall be used for public welfare purposes in accordance with the provisions of its bylaws or a resolution of its supreme organ; or if the residual property cannot be dealt with in accordance with the provisions of its bylaws or the resolution of its supreme organ, the competent authority shall cause the transfer of such residual property to other legal persons with the same or a similar vision, and announce it to the public.
Section 4 Special Legal Persons
Article 96 The state organ legal persons, rural collective economic organization legal persons, urban and rural cooperative economic organization legal persons, and basic self-governing mass organization legal persons as provided for in this section are special legal persons.
Article 97 An independently funded state organ or a statutory institution assuming administrative functions shall have the status of a state organ legal person from the date of formation of it, and may conduct civil activities necessary for performing its functions.
Article 98 Where a state organ legal person is abolished, the legal person is terminated, and its civil rights shall be enjoyed and its obligations shall be assumed by the state organ legal person as its successor; or if there is no such a successor, its rights shall be enjoyed and its obligations shall be assumed by the state organ legal person making the abolition decision.
Article 99 A rural collective economic organization shall obtain the status of a legal person in accordance with the law.
Where any laws and administrative regulations provide for rural collective economic organizations, such laws and administrative regulations shall apply.
Article 100 An urban or rural cooperative economic organization shall obtain the status of a legal person in accordance with the law.
Where any laws and administrative regulations provide for urban or rural cooperative economic organizations, such laws and administrative regulations shall apply.
Article 101 An urban residents' committee or a villagers' committee has the status of a basic self-governing mass organization legal person, and may conduct civil activities necessary for performing its functions.
Where no village collective economic organization is formed, a villagers' committee may instead perform the functions of a villager collective economic organization in accordance with the law.
Chapter IV Unincorporated Organizations
Article 102 An unincorporated organization is an organization without the status of a legal person but able to conduct civil activities in its own name in accordance with the law.
Unincorporated organizations include but are not limited to sole proprietorships, partnerships, and professional service organizations without the status of a legal person.
Article 103 An unincorporated organization shall be registered as required by laws.
Where the formation of an unincorporated organization shall be subject to the approval of the relevant authority in accordance with any law or administrative regulation, such law or administrative regulation shall apply.
Article 104 Where the property of an unincorporated organization is insufficient for paying its debts, its investors or promoters shall assume unlimited liability for such debts, except as otherwise provided for by any law.
Article 105 An unincorporated organization may choose one or more persons to conduct civil activities on its behalf.
Article 106 An unincorporated organization shall be dissolved under any of the following circumstances:
(1) The duration stated in the bylaws expires, or any other cause of dissolution stated in the bylaws arises.
(2) Its investors or promoters decide to dissolve it.
(3) Any other circumstances specified by laws.
Article 107 Where an unincorporated organization is dissolved, its liquidation shall be conducted in accordance with the law.
Article 108 In addition to the provisions of this Chapter, the relevant provisions of Section 1 of Chapter III of this Law shall apply, mutatis mutandis, to unincorporated organizations.
Chapter V Civil Rights
Article 109 The personal freedom and human dignity of a natural person shall be protected by law.
Article 110 A natural person enjoys the rights of life, inviolability and integrity of person, health, name, likeness, reputation, honor, privacy, and marital autonomy, among others.
A legal person or an unincorporated organization enjoys the rights of name, reputation, and honor, among others.
Article 111 The personal information of a natural person shall be protected by law. Any organization or individual needing to obtain the personal information of other persons shall legally obtain and ensure the security of such information, and shall not illegally collect, use, process, or transmit the personal information of other persons, nor illegally buy, sell, provide, or publish the personal information of other persons.
Article 112 The personal rights of a natural person arising from marriage or family relations, among others, shall be protected by law.
Article 113 The property rights of the parties to civil legal relations shall be equally protected by law.
Article 114 The parties to civil legal relations enjoy real rights in accordance with the law.
A real right is the right holder's exclusive right to directly dominate a specific thing in accordance with the law, including ownership, usufruct, and security interest.
Article 115 Things include immovables and movables. If rights are the objects of any real rights in accordance with any laws, such laws shall apply.
Article 116 The types and contents of real rights shall be prescribed by laws.
Article 117 Fair and reasonable indemnification shall be made if any immovable or movable is expropriated or requisitioned for public interest according to the authority and procedures prescribed by laws.
Article 118 The parties to civil legal relations enjoy a creditor's rights in accordance with the law.
A creditor's right is the right holder's right to request that a specific obligor perform or not perform certain conduct, arising from contracts, torts, management of the business of another under no obligation, unjust enrichment, and other provisions of laws.
Article 119 A contract entered into in accordance with the law shall be legally binding upon the parties to the contract.
Article 120 In case of infringement upon civil rights and interests, the victim shall have the right to request that the tortfeasor assume tort liability.
Article 121 A person who, under no statutory or contractual obligation, manages the business of another to prevent damage to the interest of another shall have the right to request that the beneficiary of such management reimburse the manager for necessary expenses incurred.
Article 122 Where a person is unjustly enriched without any legal basis, the person who so suffers a loss shall have the right to request that the person unjustly enriched return the amount to the extent of the unjust enrichment.
Article 123 The parties to civil legal relations enjoy 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.
(8) Other objects specified by laws.
Article 124 Natural persons enjoy the right of succession in accordance with the law.
The lawful private property of natural persons may be inherited in accordance with the law.
Article 125 The parties to civil legal relations enjoy stock rights and other investment rights in accordance with the law.
Article 126 The parties to civil legal relations enjoy other civil rights and interests prescribed by laws.
Article 127 Where any laws provide for the protection of data and network virtual property, such laws shall apply.
Article 128 Where any laws have special provisions on the protection of civil rights of the minors, the elderly, the disabled, women, and consumers, among others, such special provisions shall apply.
Article 129 Civil rights may be obtained by juridical acts, factual behaviors, events prescribed by laws, or other means prescribed by laws.
Article 130 The parties to civil legal relations shall, based on their free will, exercise civil rights in accordance with the law without any interference.
Article 131 The parties to civil legal relations shall perform the obligations imposed by laws and obligations agreed upon by the parties while exercising their rights.
Article 132 The parties to civil legal relations shall not abuse civil rights to damage the national interest, public interest, or the lawful rights and interests of any other person.
Chapter VI Juridical Acts
Section 1 General Rules
Article 133 Juridical acts are acts of the parties to civil legal relations to create, modify, or terminate civil legal relationships through a declaration of will.
Article 134 Juridical acts may be formed based on the unanimous declaration of will by two or more parties or based on the declaration of will by a single party.
Where a legal person or an unincorporated organization makes a resolution according to the mode of deliberation and voting procedures prescribed by laws or its bylaws, the act of resolution is formed.
Article 135 Juridical acts may be made in written, verbal, or other forms; but if any law or administrative regulation requires or the parties agree upon a particular form, such a particular form shall be adopted.
Article 136 A juridical act shall become valid upon its formation, except as otherwise provided for by any law or agreed upon by the parties.
The actor shall not modify or rescind the juridical act at will, except in accordance with any law or as permitted by the other party.
Section 2 Declaration of Will
Article 137 A declaration of will made by dialog shall become valid at the time when the opposite party knows the content of will.
A declaration of will not made by dialog shall become valid at the time when it reaches the opposite party. If a declaration of will not made by dialog is in the form of data message, and the opposite party has designated a specific system to receive the data message, the declaration of will shall become valid at the time when the data message enters the specific system designated; or in the absence of such designation, the declaration of will shall become valid at the time when the opposite party knows or should have known that the data message has entered its system. If the parties have otherwise agreed upon the time when a declaration of will made in the form of data message becomes valid, such an agreement shall apply.
Article 138 A declaration of will made without any opposite party shall become valid upon completion of declaration, except as otherwise provided for by any law.
Article 139 A declaration of will made in the form of publishing an announcement shall become valid at the time when the announcement is published.
Article 140 An actor may expressly or tacitly declare his or her will.
Will may be deemed tacitly declared only when it is in accordance with any law, is agreed upon by the parties, or conforms to the trading practices between the parties.
Article 141 An actor may withdraw his or her declaration of will. The notice of withdrawing his or her declaration of will shall reach the opposite party before his or her declaration of will reaches the opposite party or at the same time when his or her declaration of will reaches the opposite party.
Article 142 The meaning of a declaration of will made to an opposite party shall be interpreted according to the words used as well as considering the relevant clauses, nature and purpose of the act, customs, and the principle of good faith.
In the interpretation of a declaration of will made without an opposite party, the true will of the actor shall be determined by considering the relevant clauses, nature and purpose of the act, customs, and the principle of good faith, rather than a total confinement to the words used.
Section 3 Validity of Juridical Acts
Article 143 A juridical act satisfying all of the following conditions shall be valid:
(1) The actor has corresponding capacity for civil conduct.
(2) The will expressed is true.
(3) It neither violates the imperative provisions of laws and administrative regulations, nor is contrary to public order and good morals.
Article 144 A juridical act performed by a person without capacity for civil conduct shall be void.
Article 145 A juridical act performed by a person with limited capacity for civil conduct shall be valid if the act purely benefits the person or is commensurate with his or her age, intelligence, and mental health; and any other juridical acts performed by the person may become valid after they are consented to or ratified by his or her statutory agent.
The opposite party may, by a notice, prompt the statutory agent to ratify within one month of receipt of the notice. If the statutory agent fails to respond, ratification shall be deemed denied. Before the ratification of a juridical act, a bona fide opposite party shall be entitled to revoke the act. The revocation shall be made by a notice.
Article 146 A juridical act performed by an actor and the opposite party based on false declaration of will shall be void.
The validity of a juridical act hidden behind a false declaration of will shall be dealt with in accordance with the relevant provisions of laws.
Article 147 The actor shall be entitled to request a people's court or an arbitral institution to revoke a juridical act performed based on gross misunderstanding.
Article 148 Where a juridical act is performed by a party against his or her true will as a result of fraud by the other party, the defrauded party shall have the right to request a people's court or an arbitral institution to revoke the act.
Article 149 Where a juridical act is performed by a party against his or her true will as a result of fraud by a third party, the defrauded party shall have the right to request a people's court or an arbitral institution to revoke the act if the other party knows or should have known the fraud.
Article 150 Where a juridical act is performed by a party against his or her true will as a result of coercion by the other party or a third party, the coerced party shall have the right to request a people's court or an arbitral institution to revoke the act.
Article 151 Where a juridical act is evidently unfair when it is formed as a result of one party taking advantage of the other party's distress or lack of judgment, among others, the aggrieved party shall have the right to request a people's court or an arbitral institution to revoke the act.
Article 152 Under any of the following circumstances, the right of revocation shall be extinguished:
(1) A party fails to exercise its right of revocation within one year from the day when the party knows or should have known the cause of revocation, or a party with gross misunderstanding fails to exercise its right of revocation within three months from the day when the party knows or should have known the cause of revocation.
(2) A coerced party fails to exercise its right of revocation within one year from the day when coercion terminates.
(3) A party renounces its right of revocation, expressly or by its conduct, after knowing the cause of revocation.
Where a party fails to exercise its right of revocation within five years from the day when the juridical act occurs, the right of revocation shall be extinguished.
Article 153 A juridical act violating the imperative provisions of any law or administrative regulation shall be void, unless the compulsory provisions do not result in the nullity of the juridical act.
A juridical act contrary to public order and good morals shall be void.
Article 154 A juridical act by which an actor maliciously colludes with the opposite party to damage any other person's lawful rights and interests shall be void.
Article 155 A void or revoked juridical act is not legally binding from the outset.
Article 156 Where the partial invalidity of a juridical act does not affect the validity of the other part, the other part shall remain valid.
Article 157 After a juridical act is void, revoked, or determined as having no binding force, the property obtained by the actor as a result of the act shall be restituted; if restitution is impossible or unnecessary, indemnification shall be made at an estimated price. The party at fault shall compensate the other party for any loss suffered as a result of the act; or if both parties are at fault, they shall assume corresponding liabilities respectively, except as otherwise provided for by any law.
Section 4 Juridical Acts Subject to Conditions or Terms
Article 158 A juridical act may be subject to a condition, unless such a condition is not allowed according to the nature of the juridical act. A juridical act subject to a condition for becoming valid shall become valid when the condition is fulfilled. A juridical act subject to a condition for rescission shall cease to be valid when the condition is fulfilled.
Article 159 For a juridical act subject to a condition, if a party prevents the fulfillment of the condition by improper means for its own benefits, the condition shall be deemed fulfilled; or if a party hastens the fulfillment of a condition by improper means, the condition shall not be deemed fulfilled.
Article 160 A juridical act may be subject to a term, unless such a term is not allowed according to the nature of the juridical act. A juridical act subject to a term for becoming valid shall become valid upon expiration of the term. A juridical act subject to a term for termination shall become invalid upon expiration of the term.
Chapter VII Agency
Section 1 General Rules
Article 161 The parties to civil legal relations may conduct juridical acts through agents.
A juridical act that shall be performed in person in accordance with the provisions of laws, an agreement between the parties, or the nature of the juridical act shall not be performed by an agent.
Article 162 A juridical act performed by an agent in the name of the principal within the power conferred on the agent shall be binding on the principal.
Article 163 Agency includes agency by mandate and statutory agency.
An agent under a mandate shall exercise the power conferred by the principal. A statutory agent shall exercise the power conferred by laws.
Article 164 Where an agent fails to perform or fully perform its duties, causing damage to the principal, the agent shall assume civil liability.
Where an agent and the opposite party in malicious collusion damages the principal's lawful rights and interests, the agent and the opposite party shall be jointly and severally liable.
Section 2 Agency by Mandate
Article 165 Where the power is conferred by a mandate in a written form, the power of attorney shall clearly state the agent's name and the object of, power conferred by, and duration of the mandate, to which the signature or seal of the principal shall be affixed.
Article 166 Where the object of a mandate is to be performed by several agents, they shall jointly exercise the power conferred, except as otherwise agreed upon by the parties.
Article 167 Where an agent knows or should have known that the object of the mandate is illegal but still performs it, or the principal knows or should have known that an agent's performance is illegal but fails to raise any objection, the principal and the agent shall be jointly and severally liable.
Article 168 An agent shall not perform any juridical act with itself in the name of the principal, unless it is consented to or ratified by the principal.
An agent shall not perform any juridical act in the name of one principal with any other principal represented by it at the same time, unless it is consented to or ratified by both principals.
Article 169 Where an agent needs to appoint a third party to perform the object of the mandate in its place, the agent shall obtain the consent or ratification of the principal.
With the principal's consent to or ratification of the appointment, the principal may directly instruct the third party appointed by the agent regarding the object of the mandate, and the agent shall only be liable for the selection of the third party and its instructions to the third party.
Without the principal's consent to or ratification of the appointment, the agent shall be liable for the acts of the third party appointed by the agent, unless it is necessary for the agent to appoint the third party in case of emergency to safeguard the interests of the principal.
Article 170 Where a person who performs tasks for a legal person or an unincorporated organization conducts juridical acts related to matters within his or her scope of powers in the name of the legal person or the unincorporated organization, such acts shall have binding force on the legal person or unincorporated organization.
Any restrictions imposed by a legal person or an unincorporated organization on the scope of powers of the person performing tasks for the legal person or unincorporated organization shall not be set up against bona fide opposite parties.
Article 171 Where an actor still performs an act of agency without a power of attorney, beyond his or her power of attorney, or after his or her power of attorney terminates, the act shall not be binding on the principal without the principal's ratification.
The opposite may, by a notice, urge the principal to ratify within a month from the date of receipt of the notice. If the principal fails to respond, ratification shall be deemed denied. Before the ratification of the act, the bona fide opposite party shall be entitled to revoke the act. The revocation shall be made by a notice.
Where ratification of the act is denied, the bona fide opposite party shall be entitled to request that the actor perform obligations or compensate it for any injury suffered by it, but such compensation shall not exceed the interest that could have been obtained by the opposite party if the act were ratified by the principal.
Where the opposite party knows or should have known that the actor has no power of attorney, the opposite party and the actor shall assume liability according to their respective faults.
Article 172 Where an actor still performs an act of agency without a power of agency, beyond his or her power of attorney, or after his or her power of attorney terminates, the act shall be valid if the opposite party has reason to believe that the actor has the power of attorney.
Section 3 Termination of Agency
Article 173 Agency by mandate shall terminate under any of the following circumstances:
(1) The term of agency expires or the object of the mandate is fulfilled.
(2) The principal cancels the mandate or the agent surrenders the mandate.
(3) The agent loses capacity for civil conduct.
(4) The agent or the principal dies.
(5) The legal person or unincorporated organization as the agent or the principal is terminated.
Article 174 After the principal dies, the acts of agency performed by an agent under a mandate shall be valid under any of the following circumstances:
(1) The agent does not know and should not have known that the principal died.
(2) The successors of the principal recognize such acts.
(3) The power of attorney expressly states that the power of agency shall terminate upon fulfillment of the object of the mandate.
(4) Such acts have been conducted before the principal dies and continue for the benefits of the principal's successors.
The provision of the preceding paragraph shall apply, mutatis mutandis, where a legal person or an unincorporated organization as the principal is terminated.
Article 175 Statutory agency shall terminate under any of the following circumstances:
(1) The principal obtains or regains full capacity for civil conduct.
(2) The agent loses capacity for civil conduct.
(3) The agent or the principal dies.
(4) Any other circumstance specified by laws.
Chapter VIII Civil Liability
Article 176 The parties to civil legal relations shall perform their civil obligations and assume civil liabilities in accordance with the provisions of laws and the agreements of the parties.
Article 177 Where two or more persons share liability in accordance with the law, they shall assume corresponding liability respectively if their respective liabilities can be determined; or evenly assume liability if it is difficult to determine their respective liabilities.
Article 178 Where two or more persons are jointly and severally liable in accordance with the law, the obligee is entitled to request assumption of liability by part or all of the persons jointly and severally liable.
The shares of liability of persons jointly and severally liable shall be determined based on the gravity of liability of each person; or the liability shall be evenly shared if it is difficult to determine the gravity of liability of each person. If the liability actually assumed by a person jointly and severally liable exceeds the person's share of liability, the person shall be entitled to claim indemnities from other persons jointly and severally liable.
The joint and several liability shall be governed by the provisions of laws or the agreements of the parties.
Article 179 Civil liability shall be assumed primarily in the following manners:
(1) Cessation of infringement.
(2) Removal of obstacles.
(3) Elimination of danger.
(4) Restitution of property.
(5) Restoration to the original condition.
(6) Repair, reworking, or replacement.
(7) Continued performance.
(8) Compensation for loss.
(9) Payment of liquidated damages.
(10) Elimination of adverse effects and rehabilitation of reputation.
(11) Making an apology.
Where any law provides for punitive damages, such a law shall apply.
The manners of assuming civil liability as set forth in this article may be applied alone or by a combination.
Article 180 Where the non-performance of civil obligations is caused by a force majeure, no civil liability shall arise therefrom, except as otherwise provided for by any law.
A force majeure means any objective circumstance that is unforeseeable, inevitable, and insurmountable.
Article 181 Where any harm is caused by self-defense, no civil liability shall arise therefrom.
Where self-defense exceeds the limit of necessity and causes undue harm, the person in self-defense shall assume appropriate civil liability.
Article 182 Where any damage is caused by necessity to avoid a danger in emergency, the person causing the danger shall assume civil liability.
Where the danger arises from any natural cause, the person acting to avoid the danger shall not assume civil liability, but may make appropriate indemnification.
Where the act of avoiding a danger in emergency is inappropriate or exceeds the limit of necessity and causes undue harm, the person acting to avoid the danger shall assume appropriate civil liability.
Article 183 Where a person suffers any harm in order to protect any other person's civil rights and interests, the tortfeasor shall assume civil liability, and the beneficiary may make appropriate indemnification. If there is no tortfeasor or the tortfeasor has fled or is unable to assume civil liability, the beneficiary shall make appropriate indemnification if the victim claims indemnification.
Article 184 A person who voluntarily provides emergency assistance and causes harm to the recipient of assistance shall not assume civil liability.
Article 185 A person who infringes upon the name, likeness, reputation, or honor of a hero or a martyr, among others, causing damage to the public interest, shall assume civil liability.
Article 186 Where a party breaches a contract, causing damage to the other party's personal or property rights and interests, the aggrieved party shall be entitled to request the party to assume liability for breach of contract or assume tort liability.
Article 187 Where a party to civil legal relations shall be held civilly, administratively, and criminally liable for the same act, the assumption of administrative liability or criminal liability does not affect the assumption of civil liability; and if the party's property is insufficient for payment, the property shall be used first for assumption of civil liability.
Chapter IX Extinctive Prescription
Article 188 An action instituted in a people's court for protection of civil rights is prescribed by three years, except as otherwise prescribed by any law.
The prescriptive period shall be calculated from the day when the obligee knows or should have known that his or her right has been infringed upon and who the obligor is, except as otherwise provided for by any law. The people's court shall not offer protection if 20 years have elapsed since the infringement; but under special circumstances, the people's court may decide to extend the prescriptive period upon application of the obligee.
Article 189 Where the parties have agreed on the installment performance of a debt, the prescriptive period shall be calculated from the day when the time limit for the last installment expires.
Article 190 The prescriptive period of a claim of a person without or with limited capacity for civil conduct against his or her statutory agent shall be calculated from the day when the agency by operation of law is terminated.
Article 191 The prescriptive period of a claim for damages of a minor who has suffered sexual assault shall be calculated from the day when the victim attains the age of eighteen.
Article 192 When the prescriptive period expires, the obligor may use it as a defense for non-performance of obligations.
Where the obligor agrees to perform after the prescriptive period expires, the obligor may not defend on the ground that the prescriptive period has expired; and if the obligor has voluntarily performed, no request for restitution may be made.
Article 193 A people's court shall not apply the provisions on extinctive prescription of its own motion.
Article 194 The prescriptive period shall be suspended if during the last six months of the period, a claim cannot be filed for any of the following obstacles:
(1) A force majeure.
(2) The person without or with limited capacity for civil conduct has no statutory agent, or his or her statutory agent dies, loses capacity for civil conduct, or loses the power conferred by laws.
(3) The successor or legacy administrator has not been determined after the commencement of succession.
(4) The obligee is controlled by the obligor or any other person.
(5) Any other obstacle resulting in the obligee's failure to file a claim.
The prescriptive period shall expire six months after the day when the obstacle causing the suspension is eliminated.
Article 195 The prescriptive period interrupted under any of the following circumstances shall be recalculated from the time of interruption or conclusion of the relevant procedure:
(1) The obligee requests the obligor's performance.
(2) The obligor agrees to perform.
(3) The obligee institutes an action or applies for arbitration.
(4) Any other circumstance with equal effects as instituting an action or applying for arbitration.
Article 196 The provisions on prescriptive period shall not apply to the following claims:
(1) A claim for cessation of infringement, removal of obstacles, or elimination of danger.
(2) The claim of a holder of a real right in an immovable or a registered real right in a movable for restitution of property.
(3) A claim for payment of child support, support for elderly parents, or spousal support.
(4) Any other claim to which the prescriptive period does not apply in accordance with the law.
Article 197 The period, calculation method, and causes of suspension or interruption of extinctive prescription shall be provided for by laws, and any agreement between the parties in this respect shall be void.
A party's prior renouncement of the benefit of prescription shall be void.
Article 198 Where any law prescribes arbitration, such a law shall apply; otherwise, the provisions on extinctive prescription for actions shall apply.
Article 199 Except as otherwise provided for by any law, the duration of rights such as the right of revocation and the right of rescission as granted by laws or agreed upon by the parties shall be calculated from the day when a right holder knows or should have known that such a right has arisen, and the provisions on the suspension, interruption, and extension of extinctive prescription shall not apply to the above duration. The right of revocation, right of rescission, and other rights shall be extinguished upon expiration of such duration.
Chapter X Calculation of Time Periods
Article 200 For the purposes of the civil law, a time period shall be calculated according to the Gregorian calendar by year, month, day, and hour.
Article 201 Where a time period is calculated by year, month, and day, the first day of the period shall not be counted, and the period shall be counted from the next day.
Where a time period is calculated by hour, the period shall be counted from the time specified by laws or agreed upon by the parties.
Article 202 Where a time period is calculated by year and month, the corresponding date of the expiry month shall be the last day of the time period; or if there is no corresponding date, the last day of the expiry month shall be the last day of the time period.
Article 203 Where the last day of a time period falls on a legal holiday, the day after the legal holiday shall be the last day of the time period.
The last day of a time period shall end at 24:00; or if business hours are applicable, the last day shall end at the closing hour.
Article 204 Time periods shall be calculated in methods specified by this Law, except as otherwise provided for by any law or agreed upon by the parties.
Chapter XI Supplemental Provisions
Article 205 For the purposes of the civil law, “not less than,” “not more than,” “within,” and “expire” shall include the figure itself; “under,” “exceed,” and “beyond” shall not include the figure itself.
Article 206 This Law shall come into force on October 1, 2017.