General Principles of the People's Republic of China Civil Law (2009 Amendment)

(Adopted at the Fourth Session of the Sixth National People's Congress on April 12, 1986, and amended in accordance with the Decision on Amending Some Laws adopted at the Tenth Session of the Standing Committee of the Eleventh National People's Congress on August 27, 2009)
Directory
Chapter I Basic Principles
Chapter II Citizens (Natural Persons)
Section 1 Capacity for Civil Rights and Capacity for Civil Conduct
Section 2 Guardianship
Section III. Declaration of disappearance and declaration of death
Section 4 Individual Industrial and Commercial Households and Rural Contractual Households
Section 5 Individual Partnership
Chapter III Legal Persons
Section 1 General Provisions
Section 2 Enterprise Legal Person
Section 3 Legal Persons of State Organs, Institutions and Social Organizations
Section 4 Associations
Chapter IV Civil Juristic Acts and Agency
Section 1 Civil Juristic Acts
Section 2 Agency
Chapter V Civil Rights
Section 1 Property Ownership and Property Rights Related to Property Ownership
Section 2 Creditor's Rights
Section 3 Intellectual Property Rights
Section 4 Personal Rights
Chapter VI Civil Liability
Section 1 General Provisions
Section 2 Civil Liability for Breach of Contract
Section 3 Civil Liability for Tort
Section IV. The manner in which civil liability is assumed
Chapter VII Limitation of Actions
Chapter VIII Application of Law in Foreign-related Civil Relations
Chapter IX Supplementary Provisions

Chapter I Basic Principles
Article 1 In order to protect the lawful civil rights and interests of citizens and legal persons, correctly adjust civil relations, and meet the needs of the development of socialist modernization, accordingConstitutionand the actual situation of our country, summing up the practical experience of civil activities, and formulating this law.
Article 2 the People's Republic of China civil law adjusts property relations and personal relations between citizens, between legal persons, and between citizens and legal persons who are equal subjects.
Article 3 The parties shall have equal status in civil activities.
Article 4 Civil activities shall follow the principles of voluntariness, fairness, compensation for equal value, honesty and trustworthiness.
Article 5 The lawful civil rights and interests of citizens and legal persons shall be protected by law and may not be infringed upon by any organization or individual.
Article 6 Civil activities must be carried out in accordance with the law. Where there are no provisions in the law, they shall comply with the policies of the State.
Article 7 Civil activities shall respect social morality and shall not harm the public interests or disturb the social and economic order.
Article 8 the People's Republic of China laws shall apply to civil activities in the the People's Republic of China field, except as otherwise provided by law.
The provisions of this Law concerning citizens shall apply to foreigners and stateless persons in the territory of the People's Republic of China, unless otherwise provided by law.

Chapter II Citizens (Natural Persons)
Section 1 Capacity for Civil Rights and Capacity for Civil Conduct
Article 9 From the time of birth to the time of death, a citizen shall have the capacity for civil rights, enjoy civil rights and undertake civil obligations in accordance with the law.
Article 10 All citizens shall be equal in capacity for civil rights.
Article 11 Citizens at or above the age of 18 are adults who have full capacity for civil conduct, may engage in civil activities independently, and are persons with full capacity for civil conduct.
A citizen over the age of 16 but under the age of 18 who uses his own labor income as his main source of livelihood shall be regarded as a person with full capacity for civil conduct.
Article 12 A minor aged 10 or over shall be a person with limited capacity for civil conduct and may engage in civil activities appropriate to his age and intellect; in other civil activities, he shall be represented by his agent ad litem or with the consent of his agent ad litem.
A minor under the age of ten is a person with no capacity for civil conduct and is represented in civil activities by his agent ad litem.
Article 13 A mental patient who is unable to identify his own conduct is a person without capacity for civil conduct and shall be represented in civil activities by his agent ad litem.
A mental patient who cannot fully identify his own conduct is a person with limited capacity for civil conduct and may engage in civil activities appropriate to his mental health; other civil activities are represented by his legal representative or with the consent of his legal representative.
Article 14 The guardian of a person without or with limited capacity for civil conduct shall be his legal representative.
Article 15 A citizen shall take the place of residence in the place where his household registration is located as his domicile. If his habitual residence is inconsistent with his domicile, his habitual residence shall be regarded as his domicile.

Section 2 Guardianship
Article 16 The parents of minors are the guardians of minors.
If the parents of a minor are dead or incapable of guardianship, a person who has the capacity of guardianship among the following persons shall act as guardian:
(I) grandparents;
(II) elder brother and sister;
(III) other close relatives or friends are willing to bear the responsibility of guardianship, with the consent of the unit of the minor's father or mother or the neighborhood committee or villagers' committee of the minor's domicile.
If there is a dispute over the appointment of a guardian, the unit of the minor's father or mother or the neighborhood committee or villagers' committee of the minor's domicile shall designate it from among the close relatives. If a lawsuit is brought against the designation, the people's court shall make a ruling.
If there is no guardian as specified in the first and second paragraphs, the unit of the minor's father or mother or the neighborhood committee, village committee or civil affairs department of the minor's domicile shall act as the guardian.
Article 17 The following persons shall act as guardians of mental patients with no or limited capacity for civil conduct:
(I) spouse;
(II) parents;
(III) adult children;
(IV) other close relatives;
(V) other close relatives or friends are willing to bear the responsibility of guardianship, with the consent of the unit to which the mentally ill person belongs or the residents committee or villagers committee of the place of residence.
If there is a dispute over the appointment of a guardian, the unit to which the mentally ill person belongs or the residents committee or villagers committee of the place of residence shall designate the guardian from among the close relatives. If a lawsuit is brought against the designation, the people's court shall make a ruling.
If there is no guardian as specified in the first paragraph, the unit to which the mentally ill person belongs or the neighborhood committee, village committee or civil affairs department of the place of residence of the mentally ill person shall act as the guardian.
Article 18 A guardian shall perform his duties of guardianship, protect the person, property and other lawful rights and interests of the ward, and shall not dispose of the property of the ward except in the interests of the ward.
The right of a guardian to perform guardianship in accordance with the law shall be protected by law.
If the guardian fails to perform his duties of guardianship or infringes upon the lawful rights and interests of the ward, he shall be liable; if he causes property losses to the ward, he shall compensate for the losses. The people's court may revoke the qualification of a guardian on the application of the person or unit concerned.
Article 19 An interested party of a mental patient may apply to a people's court for a declaration that the mental patient is a person with no or limited capacity for civil conduct.
If a person is declared by a people's court to be a person with no capacity for civil conduct or a person with limited capacity for civil conduct, the people's court may declare him to be a person with limited capacity for civil conduct or a person with full capacity for civil conduct on the basis of his or her recovery from health and upon the application of an interested party.

Section III. Declaration of disappearance and declaration of death
Article 20 If a citizen's whereabouts are unknown for two years or more, the interested party may apply to the people's court for declaring him a missing person.
If the whereabouts of a person are unknown during a war, the period of time for which the whereabouts are unknown shall be counted from the date of the end of the war.
Article 21 The property of a missing person shall be placed in the custody of his spouse, parents, adult children or other close relatives or friends. Where there is a dispute over the escrow, if there is no person as specified above or if the person as specified above is incapable of escrow, the escrow shall be conducted by a person designated by the people's court.
Taxes, debts and other expenses owed by the missing person shall be paid by the custodian from the property of the missing person.
Article 22 If a person who has been declared missing reappears or his whereabouts are ascertained, the people's court shall, upon his own application or that of an interested party, revoke the declaration of his disappearance.
Article 23 Under any of the following circumstances, an interested party may apply to a people's court for a declaration of the death of a citizen:
The whereabouts of the (I) have been unknown for four years;
If the whereabouts of the (II) are unknown due to the accident and two years have expired from the date of the accident.
If the whereabouts of a person are unknown during a war, the period of time for which the whereabouts are unknown shall be counted from the date of the end of the war.
Article 24 If a person who has been declared dead reappears or it is ascertained that he is not dead, the people's court shall revoke the declaration of his death upon the application of the person himself or an interested party.
A civil juristic act performed by a person with civil capacity during the period when he is declared dead shall be valid.
Article 25 A person whose declaration of death has been revoked shall have the right to request the return of his property. Accordinglaw of inheritanceA citizen or organization that acquires his property shall return the original object; if the original object does not exist, appropriate compensation shall be made.

Section 4 Individual Industrial and Commercial Households and Rural Contractual Households
Article 26 Citizens who, within the scope permitted by law, have been approved and registered to engage in industrial and commercial operations shall be individual industrial and commercial households. Individual industrial and commercial households can have a font size.
Article 27 Members of rural collective economic organizations who, within the scope permitted by law, engage in commodity management in accordance with the provisions of the contract shall be rural contracted business households.
Article 28 The lawful rights and interests of individual industrial and commercial households and rural contracted business households shall be protected by law.
Article 29 The debts of individual industrial and commercial households and rural contracted business households shall be borne by personal property if they are operated by individuals, and by family property if they are operated by households.

Section 5 Individual Partnership
Article 30 Individual partnership refers to two or more citizens who, in accordance with an agreement, each provide funds, in kind, technology, etc., and operate in partnership and work together.
Article 31 A partner shall enter into a written agreement on the amount of capital contribution, distribution of surplus, assumption of debts, admission to the partnership, withdrawal from the partnership, termination of the partnership, etc.
Article 32 The property invested by the partners shall be managed and used by the partners in a unified manner.
The property accumulated by the partnership shall be owned by the partners.
Article 33 An individual partnership may start a shop name, be approved and registered in accordance with the law, and engage in business within the scope of business approved and registered.
Article 34 The business activities of an individual partnership shall be decided jointly by the partners, who shall have the right to execute or supervise them.
The partner may elect the person in charge. All partners shall bear civil liability for the business activities of the person in charge of the partnership and other personnel.
Article 35 The partners shall be liable for the debts of the partnership with their respective property in accordance with the proportion of capital contribution or the agreement.
The partners shall be jointly and severally liable for the debts of the partnership, unless otherwise provided by law. A partner who repays a partnership debt in excess of the amount he is liable for shall have the right to recover it from the other partners.

Chapter III Legal Persons
Section 1 General Provisions
Article 36 A legal person is an organization that has the capacity for civil rights and civil conduct and independently enjoys civil rights and assumes civil obligations in accordance with the law.
The capacity for civil rights and civil conduct of a legal person arises at the time of the establishment of the legal person and is eliminated at the time of the termination of the legal person.
Article 37 A legal person shall meet the following conditions:
the (I) is established according to law;
(II) necessary property or funds;
The (III) has its own name, organization and place;
(IV) can independently assume civil liability.
Article 38 In accordance with the provisions of the law or the articles of association of the legal person, the person in charge who exercises the functions and powers on behalf of the legal person shall be the legal representative of the legal person.
Article 39 A legal person shall have its domicile at the place where its principal office is located.
Article 40 When a legal person terminates, it shall be liquidated in accordance with the law and cease its activities outside the scope of liquidation.

Section 2 Enterprise Legal Person
Article 41 Enterprises owned by the whole people and enterprises under collective ownership shall have the amount of funds in accordance with the provisions of the State, have articles of association, organizational structure and premises, can independently bear civil liability, and have been approved and registered by the competent authority and have acquired legal personality.
Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and foreign-capital enterprises established in the People's Republic of China fields that meet the requirements for legal persons shall be approved and registered by the administrative authorities for industry and commerce in accordance with the law and obtain the status of Chinese legal persons.
Article 42 An enterprise as legal person shall engage in business operations within the approved and registered business scope.
Article 43 An enterprise as legal person shall bear civil liability for the business activities of its legal representatives and other staff members.
Article 44 Where an enterprise as a legal person is divided, merged or has other important changes, it shall register with the registration authority and make a public announcement.
When an enterprise legal person is separated or merged, its rights and obligations shall be enjoyed and assumed by the changed legal person.
Article 45 An enterprise as legal person shall be terminated for any of the following reasons:
the (I) is revoked according to law;
Dissolution of the (II);
the (III) is declared bankrupt according to law;
(IV) other reasons.
Article 46 When an enterprise as legal person terminates, it shall go through the formalities of cancellation of registration with the registration authority and make a public announcement.
Article 47 When an enterprise as legal person is dissolved, a liquidation organization shall be established to carry out liquidation. If an enterprise as a legal person is abolished or declared bankrupt, the competent authority or the people's court shall organize the relevant authorities and personnel to establish a liquidation organization to carry out liquidation.
Article 48 An enterprise legal person owned by the whole people shall bear civil liability with the property that the State has authorized it to operate and manage. The legal person of a collectively-owned enterprise shall bear civil liability with the property owned by the enterprise. The legal person of a Chinese-foreign equity joint venture, a Chinese-foreign contractual joint venture and a foreign-capital enterprise shall bear civil liability with the property owned by the enterprise, except as otherwise provided by law.
Article 49 Where an enterprise legal person is under any of the following circumstances, in addition to the legal person's liability, the legal representative may be given administrative sanctions or fines, and if a crime is constituted, criminal responsibility shall be investigated according to law:
(I) engaging in illegal business operations beyond the business scope approved and registered by the registration authority;
(II) concealing the truth from the registration authorities or tax authorities and practicing fraud;
(III) to withdraw funds or conceal property to evade debts;
Disposing of property without authorization after the (IV) is dissolved, revoked or declared bankrupt;
Failure to apply for registration and announcement in time when the (V) is changed or terminated, causing the interested party to suffer heavy losses;
(VI) engage in other activities prohibited by law that harm the interests of the State or the public interest.

Section 3 Legal Persons of State Organs, Institutions and Social Organizations
Article 50 An independently funded organ shall have the status of a legal person from the date of its establishment.
Institutions and social organizations that meet the requirements of a legal person shall have the status of a legal person from the date of establishment if they do not need to register as a legal person according to law; if they need to register as a legal person according to law, they shall obtain the status of a legal person after approval and registration.

Section 4 Associations
Article 51 Where enterprises or enterprises or institutions form a joint venture to form a new economic entity, independently bear civil liability and meet the requirements of a legal person, they shall obtain the status of a legal person after approval and registration by the competent authority.
Article 52 Where a joint venture between enterprises or between enterprises or institutions is jointly operated and does not have the conditions of a legal person, the parties to the joint venture shall bear civil liability for the property they own or manage in accordance with the proportion of capital contribution or the agreement. If the joint and several liability is assumed in accordance with the provisions of the law or the agreement, the joint and several liability shall be assumed.
Article 53 Where a joint venture between enterprises or between enterprises and institutions operates independently of each other in accordance with the contract, its rights and obligations shall be stipulated in the contract, and each shall bear civil liability.

Chapter IV Civil Juristic Acts and Agency
Section 1 Civil Juristic Acts
Article 54 A civil juristic act is a lawful act of a citizen or a legal person to establish, alter or terminate civil rights and civil obligations.
Article 55 A civil juristic act shall meet the following conditions:
The (I) actor has the corresponding capacity for civil conduct;
(II) meaning is true;
(III) does not violate the law or the public interest.
Article 56 Civil juristic acts may be in written, oral or other forms. Where the law provides for the use of a specific form, it shall be in accordance with the provisions of the law.
Article 57 A civil juristic act shall be legally binding from the time it is established. The perpetrator may not change or terminate the act without authorization unless it is in accordance with the provisions of the law or with the consent of the other party.
Article 58 The following civil acts shall be null and void:
(I) committed by a person without civil capacity;
(II) a person with limited capacity for civil conduct is unable to carry out the act independently according to law;
One party to the (III) by means of fraud, coercion or taking advantage of the danger of others to cause the other party to act against its true will;
(IV) malicious collusion to harm the interests of the state, the collective or a third party;
(V) violation of the law or the public interest;
(VI) covering up illegal purposes in a lawful form;
An invalid civil act is not legally binding from the beginning of the act.
Article 59 A party shall have the right to request a people's court or an arbitration organ to modify or cancel the following civil acts:
The perpetrator of the (I) has a major misunderstanding of the content of the act;
(II) is obviously unfair.
A revoked civil act is null and void from the beginning of the act.
Article 60 Where a civil act is partially null and void and does not affect the validity of the other parts, the other parts shall remain valid.
Article 61 After a civil act is confirmed to be invalid or revoked, the property acquired by the party as a result of the act shall be returned to the party that suffered the loss. The party at fault shall compensate the other party for the losses suffered as a result, and if both parties are at fault, they shall each bear the corresponding responsibility.
If both parties maliciously collude to commit civil acts that harm the interests of the state, the collective or a third party, the property acquired by both parties shall be recovered and returned to the state, the collective or returned to the third party.
Article 62 A civil juristic act may be subject to conditions, and a conditional civil juristic act shall take effect when the conditions are met.

Section 2 Agency
Article 63 Citizens and legal persons may perform civil juristic acts through agents.
An agent performs a civil juristic act in the name of the principal within the authority of the agent. The principal shall bear civil liability for the agent's act of agency.
In accordance with the provisions of the law or in accordance with the agreement of the parties, the civil juristic acts that should be performed by the person shall not be represented.
Article 64 Agency includes entrusted agency, legal agency and appointed agency.
The entrusted agent shall exercise the power of agency in accordance with the entrustment of the principal, the legal agent shall exercise the power of agency in accordance with the provisions of the law, and the designated agent shall exercise the power of agency in accordance with the designation of the people's court or the designated unit.
Article 65 The entrustment of a civil juristic act may be in written or oral form. Where the law provides for the use of written form, it shall be in writing.
The power of attorney of the written entrustment agent shall contain the name or name of the agent, the subject matter of the agent, the authority and the period, and shall be signed or sealed by the principal.
If the power of attorney is not clear, the agent shall bear civil liability to the third party, and the agent shall be jointly and severally liable.
Article 66 For acts that do not have the power of agency, exceed the power of agency, or after the termination of the power of agency, the agent shall bear civil liability only after the agent's ratification. For an act without ratification, the perpetrator shall bear civil liability. If I know that another person has committed a civil act in my name without denying it, I shall be deemed to have consented.
If an agent fails to perform his duties and causes damage to the agent, he shall bear civil liability.
If the agent and a third party collude to harm the interests of the principal, the agent and the third party shall be jointly and severally liable.
If the third party knows that the perpetrator does not have the power of agency, exceeds the power of agency, or the power of agency has been terminated and performs civil acts with the perpetrator to cause damage to others, the third party and the perpetrator shall be jointly and severally liable.
Article 67 If an agent still carries out agency activities when he knows that the matters entrusted to him are illegal, or if the principal knows that the agent's agency acts are illegal and does not object, the principal and the agent shall be jointly and severally liable.
Article 68 Where an entrusted agent needs to be transferred to another person for the benefit of the principal, the principal's consent shall be obtained in advance. If the consent of the principal is not obtained in advance, the principal shall be informed in a timely manner afterwards that if the principal does not agree, the agent shall be civilly liable for the acts of the person entrusted to him, except in case of emergency, in order to protect the interests of the principal and transfer to another agent.
Article 69 An entrusted agency shall be terminated under any of the following circumstances:
The (I) agency period expires or the agency business is completed;
(II) the principal cancels the entrustment or the agent resigns the entrustment;
death of (III) agent;
the (IV) agent is incapacitated for civil conduct;
The legal person of the (V) as an agent or agent terminates.
Article 70 Under any of the following circumstances, the legal agency or appointed agency shall be terminated:
(I) the principal to acquire or restore capacity for civil conduct;
(II) the principal or agent dies;
the (III) agent is incapacitated for civil conduct;
The people's court or the designated unit that (IV) designated the agent cancels the designation;
(V) the guardianship relationship between the agent and the agent caused by other reasons is extinguished.

Chapter V Civil Rights
Section 1 Property Ownership and Property Rights Related to Property Ownership
Article 71 Property ownership refers to the right of the owner to possess, use, gain and dispose of his property in accordance with the law.
Article 72 The ownership of property shall not be acquired in violation of the provisions of law.
Where property is acquired in accordance with a contract or other lawful means, the ownership of the property is transferred from the time of delivery, unless otherwise provided by law or otherwise agreed by the parties.
Article 73 State property shall be owned by the whole people.
State property is sacred and inviolable, and any organization or individual is prohibited from encroaching upon, looting, privately dividing, retaining or destroying it.
Article 74 The property of collective organizations of the working masses shall be collectively owned by the working masses, including:
(I) land and forests, mountains, grasslands, wasteland, tidal flats, etc. that are collectively owned by law;
(II) the property of collective economic organizations;
(III) collectively-owned buildings, reservoirs, irrigation and water conservancy facilities and educational, scientific, cultural, health, sports and other facilities;
Other property collectively owned by the (IV).
Collectively-owned land shall be collectively owned by village farmers in accordance with the law, and shall be managed and managed by village agricultural production cooperatives and other agricultural collective economic organizations or villagers' committees. Already owned by the township (town) peasant collective economic organization, can belong to the township (town) peasant collective.
Collectively owned property shall be protected by law, and any organization or individual shall be prohibited from appropriating, looting, privately dividing, destroying or illegally sealing up, seizing, freezing or confiscating property.
Article 75 The personal property of citizens includes their lawful income, houses, savings, articles for daily use, cultural relics, books and materials, trees, livestock, means of production permitted by law to be owned by citizens, and other lawful property.
The lawful property of citizens shall be protected by law, and any organization or individual shall be prohibited from encroaching upon, looting, destroying or illegally sealing up, seizing, freezing or confiscating.
Article 76 Citizens shall have the right to inherit property in accordance with the law.
Article 77 The lawful property of social organizations, including religious organizations, shall be protected by law.
Article 78 Property may be jointly owned by two or more citizens or legal persons.
Common shares are divided into shares and common shares. According to their respective shares, the co-owners share the rights and obligations of the common property. The co-owners have rights and obligations with respect to the common property.
Each co-owner of the joint property shall have the right to demand the division or transfer of his share. However, at the time of sale, the other co-owners have the right of first refusal under the same conditions.
Article 79 Buried or concealed objects whose owners are unknown shall belong to the State. The receiving unit shall give praise or material reward to the unit or individual who has turned it in.
The lost property, drifting objects or separated breeding animals shall be returned to the owner, and the expenses incurred as a result shall be reimbursed by the owner.
Article 80 Land owned by the State may be used by units under ownership by the whole people or by units under collective ownership according to law, and the State shall protect its right to use and benefit from it; the user shall have the obligation to manage, protect and make rational use of it.
The contractual management rights of citizens and collectives to land owned by collectives or owned by the state and used by collectives shall be protected by law. The rights and obligations of the contracting parties shall be stipulated in the contract in accordance with the law.
Land may not be bought, sold, leased, mortgaged or otherwise illegally transferred.
Article 81 Natural resources such as forests, mountains, grasslands, wasteland, beaches and water surfaces owned by the state may be used by units under ownership by the whole people or by units under collective ownership according to law, and the state shall protect the right to use and benefit from them; the user units shall have the obligation to manage, protect and make rational use of them.
State-owned mineral deposits may be mined by units under ownership by the whole people and units under collective ownership in accordance with the law, or by citizens in accordance with the law. The State protects legitimate mining rights.
The right of citizens and collectives to contract for the use of forests, mountains, grasslands, wastelands, tidal flats and water surfaces owned by collectives or owned by the State in accordance with the law shall be protected by law. The rights and obligations of the contracting parties shall be stipulated in the contract in accordance with the law.
State-owned mineral deposits, water flows, forest land, mountains, grasslands, wasteland and tidal flats owned by the State and collectively owned by law shall not be bought, sold, leased, mortgaged or illegally transferred in other forms.
Article 82 An enterprise owned by the whole people shall, in accordance with law, enjoy the right to operate the property that the State has authorized it to operate and manage, and shall be protected by law.
Article 83 The neighboring parties of real estate shall correctly handle the neighboring relations in terms of water interception, drainage, passage, ventilation, lighting, etc. in accordance with the spirit of conducive to production, convenient life, unity and mutual assistance, fairness and reasonableness. If the obstruction or loss is caused to the adjacent party, the infringement shall be stopped, the obstruction shall be removed and the loss shall be compensated.

Section 2 Creditor's Rights
Article 84 A debt is a specific relationship of rights and obligations arising between the parties in accordance with the terms of a contract or in accordance with the provisions of law. The person who has the right is the creditor, and the person who has the obligation is the debtor.
The creditor has the right to require the debtor to perform its obligations in accordance with the contract or in accordance with the provisions of the law.
Article 85 A contract is an agreement between the parties to establish, modify or terminate a civil relationship. A lawfully established contract shall be protected by law.
Article 86 If there are two or more creditors, the rights shall be shared according to the determined shares. If the debtor is two or more, the obligation shall be shared in accordance with the determined share.
Article 87 Where the number of creditors or debtors is two or more, in accordance with the provisions of the law or the agreement of the parties, each creditor with joint and several rights shall have the right to require the debtor to perform its obligations; each debtor with joint and several obligations It is obliged to pay off all the debts, and the person who has fulfilled the obligations has the right to require the other persons with joint and several obligations to pay his share.
Article 88 The parties to a contract shall fully perform their obligations in accordance with the terms of the contract.
If the quality, term, place or price in the contract is not clear, the content of the contract cannot be determined in accordance with the relevant provisions of the contract, and the parties cannot reach an agreement through consultation, the following provisions shall apply:
(I) quality requirements are not clear, in accordance with the national quality standards, there is no national quality standards, in accordance with the usual standards.
If the period of performance of the (II) is not clear, the debtor may perform its obligations to the creditor at any time, and the creditor may also require the debtor to perform its obligations at any time, but the other party shall be given the necessary preparation time.
The place of performance of the (III) is unclear, and if the currency is paid, the performance is performed at the location of the party receiving the payment, and the other subject matter is performed at the location of the party performing the obligation.
(IV) the price agreement is unclear, it shall be performed in accordance with the price set by the State; if there is no price set by the State, it shall be performed by reference to the market price or the price of similar goods or the remuneration standard for similar services.
If the contract does not stipulate the right to apply for a patent, the party who completes the invention-creation shall have the right to apply.
If the contract does not stipulate the right to use the scientific and technological achievements, the parties have the right to use them.
Article 89 In accordance with the provisions of law or in accordance with the agreement of the parties, the performance of the debt may be guaranteed in the following ways:
If the (I) guarantor guarantees to the creditor that the debtor performs the debt and the debtor fails to perform the debt, the guarantor shall perform or bear joint and several liability in accordance with the agreement; after the guarantor has performed the debt, it shall have the right to recover from the debtor.
(II) the debtor or a third party may provide certain property as collateral. If the debtor fails to perform the debt, the creditor shall have the right to repay the mortgage at a discount or at the price of the sale of the mortgage in accordance with the provisions of the law.
(III) party may pay a deposit to the other party within the scope prescribed by law. After the debtor performs the debt, the deposit shall be set off against the price or recovered. If the party paying the deposit fails to perform the debt, it shall not have the right to demand the return of the deposit; if the party receiving the deposit fails to perform the debt, it shall return the deposit in double.
(IV) one party occupies the property of the other party in accordance with the contract and the other party fails to pay the amount due in accordance with the contract for more than the agreed period, the possessor shall have the right to retain the property and, in accordance with the provisions of the law, to be repaid at a discount to the retained property or at the price of the sale of the property.
Article 90 Legitimate lending relationships shall be protected by law.
Article 91 If a party to a contract transfers all or part of its contractual rights or obligations to a third party, it shall obtain the consent of the other party to the contract and shall not make a profit. Contracts that shall be approved by the State in accordance with the provisions of the law shall be approved by the original approving authority. However, unless otherwise provided by law or otherwise agreed in the original contract.
Article 92 Where there is no lawful basis for obtaining improper benefits and causing losses to others, the improper benefits obtained shall be returned to the person who suffered the losses.
Article 93 Where there is no statutory or agreed obligation to manage or provide services in order to avoid losses to the interests of others, the beneficiary shall have the right to claim the necessary expenses paid thereby.

Section 3 Intellectual Property Rights
Article 94 Citizens and legal persons shall enjoy copyright (copyright) and shall have the rights of signature, publication, publication and remuneration in accordance with the law.
Article 95 The patent rights lawfully obtained by citizens and legal persons shall be protected by law.
Article 96 The exclusive right to use trademarks obtained by legal persons, individual industrial and commercial households and individual partnerships in accordance with the law shall be protected by law.
Article 97 Citizens shall have the right to discovery of their own discoveries. The discoverer has the right to apply for a discovery certificate, bonus or other awards.
Citizens shall have the right to apply for certificates of honor, bonuses or other awards for their inventions or other scientific and technological achievements.

Section 4 Personal Rights
Article 98 Citizens shall enjoy the right to life and health.
Article 99 Citizens shall enjoy the right to name and shall have the right to decide on, use and, in accordance with the provisions, change their own names, and shall be prohibited from interference, embezzlement and counterfeiting.
Legal persons, individual industrial and commercial households and individual partnerships enjoy the right of name. An enterprise as a legal person, an individual industrial and commercial household or an individual partnership shall have the right to use or transfer its own name in accordance with the law.
Article 100 A citizen shall enjoy the right of portrait, and his portrait shall not be used for profit without his consent.
Article 101 Citizens and legal persons shall enjoy the right to reputation. The personal dignity of citizens shall be protected by law. It is prohibited to damage the reputation of citizens or legal persons by insult or slander.
Article 102 Citizens and legal persons shall enjoy the right of honor. It is prohibited to unlawfully deprive a citizen or legal person of an honorary title.
Article 103 Citizens shall have the right to decide on marriage and shall be prohibited from buying, selling, organizing marriages and other acts that interfere with the freedom of marriage.
Article 104 Marriage, the family, the elderly, mothers and children shall be protected by law.
The lawful rights and interests of disabled persons shall be protected by law.
Article 105 Women shall enjoy equal civil rights with men.

Chapter VI Civil Liability
Section 1 General Provisions
Article 106 Citizens or legal persons who breach a contract or fail to perform other obligations shall bear civil liability.
Citizens and legal persons who, through their fault, infringe upon the property of the State or the collective or upon the property or person of others shall bear civil liability.
No fault, but the law should bear civil liability, shall bear civil liability.
Article 107 No civil liability shall be borne for failure to perform a contract or damage caused to another person due to force majeure, except as otherwise provided by law.
Article 108 Debts shall be paid off. If the debtor is temporarily unable to repay the debt, it may be repaid by instalments with the consent of the creditor or the ruling of the people's court. If the person has the ability to repay and refuses to repay, the people's court shall decide on compulsory repayment.
Article 109 Where a person suffers damage as a result of preventing or stopping the infringement of state or collective property or the property or person of another person, the infringer shall be liable for compensation, and the beneficiary may also give appropriate compensation.
Article 110 Where a citizen or legal person who bears civil liability needs to be investigated for administrative responsibility, the administrative responsibility shall be investigated; if a crime is constituted, the legal representative of the citizen or legal person shall be investigated for criminal responsibility according to law.

Section 2 Civil Liability for Breach of Contract
Article 111 If a party fails to perform its contractual obligations or the performance of its contractual obligations does not meet the agreed conditions, the other party has the right to demand performance or take remedial measures, and has the right to demand compensation for losses.
Article 112 The liability of one party for breach of contract shall be equal to the loss suffered by the other party as a result.
The parties may agree in the contract that if one party violates the contract, it shall pay a certain amount of breach of contract to the other party, or the method of calculating the amount of compensation for the loss arising from the breach of the contract may be agreed in the contract.
Article 113 If both parties breach the contract, they shall bear their respective civil liabilities.
Article 114 If one party suffers losses as a result of the other party's breach of contract, it shall take timely measures to prevent the loss from expanding; if it fails to take timely measures to expand the loss, it shall not have the right to claim compensation for the expanded loss.
Article 115 The modification or rescission of a contract shall not affect the right of the parties to claim damages.
Article 116 If a party is unable to perform its contractual obligations due to a higher authority, it shall compensate the other party for the loss or take remedial measures in accordance with the contract, and the higher authority shall be responsible for the loss it has suffered as a result.

Section 3 Civil Liability for Tort
Article 117 Whoever encroaches on the property of the State or a collective or the property of another person shall return the property; if the property cannot be returned, compensation shall be paid at a discount.
If the property of the state, the collective or the property of another person is damaged, it shall be restored to its original state or compensated at a discount.
If the victim suffers other heavy losses as a result, the infringer shall compensate for the losses.
Article 118 Citizens and legal persons whose copyright (copyright), patent right, trademark exclusive right, discovery right, invention right and other scientific and technological achievements are infringed upon by plagiarism, tampering or counterfeiting shall have the right to demand that the infringement be stopped, the influence be eliminated and compensation for losses.
Article 119 Where an infringement on a citizen causes bodily injury, he shall pay compensation for medical expenses, reduced income due to loss of work, living allowance for the disabled and other expenses; if death is caused, he shall also pay funeral expenses and necessary living expenses for the deceased's dependents.
Article 120 Where a citizen's right to a name, portrait, reputation or honor is infringed upon, he shall have the right to demand that the infringement be stopped, that his reputation be restored, that the repercussions be eliminated, that he make an apology and may also demand compensation for the losses.
Where the right of name, reputation or honor of a legal person is infringed upon, the provisions of the preceding paragraph shall apply.
Article 121 Where, in the performance of their duties, a State organ or a functionary of a State organ infringes upon the lawful rights and interests of a citizen or a legal person and causes damage, it shall bear civil liability.
Article 122 Where the substandard quality of a product causes damage to the property or person of another person, the manufacturer or seller of the product shall bear civil liability in accordance with the law. If the transporter and the storehouse are responsible for this, the manufacturer and seller of the product shall have the right to claim compensation for the loss.
Article 123 Anyone who causes damage to others by engaging in high-altitude, high-pressure, flammable, explosive, highly toxic, radioactive, high-speed means of transport and other operations that are highly dangerous to the surrounding environment shall bear civil liability; if it can be proved that the damage was caused intentionally by the victim, he shall not bear civil liability.
Article 124 Anyone who, in violation of the provisions of the State for environmental protection and prevention of pollution, pollutes the environment and causes damage to others shall bear civil liability in accordance with the law.
Article 125 If digging a hole, repairing and installing underground facilities, etc. in a public place, roadside or passageway, without setting up obvious signs or taking safety measures, the construction contractor shall bear civil liability.
Article 126 Where a building or other facility or a shelved or suspended object on a building collapses, falls off or falls and causes damage to others, its owner or manager shall bear civil liability, except where he can prove that he is not at fault.
Article 127 If the animal raised causes damage to others, the animal keeper or manager shall bear civil liability; if the damage is caused by the fault of the victim, the animal keeper or manager shall not bear civil liability; if the damage is caused by the fault of a third party, the third party shall bear civil liability.
Article 128 No civil liability shall be borne for damage caused by justifiable defense. If justifiable defense exceeds the necessary limit and causes undue damage, it shall bear appropriate civil liability.
Article 129 If damage is caused by emergency avoidance, the person who caused the danger shall bear civil liability. If the danger is caused by natural causes, the emergency refuge person shall not bear civil liability or appropriate civil liability. If the emergency avoidance measures are taken improperly or exceed the necessary limits, causing undue damage, the emergency avoidance person shall bear appropriate civil liability.
Article 130 Where a joint infringement of two or more persons causes damage to another person, they shall be jointly and severally liable.
Article 131 If the victim is also at fault for the occurrence of the damage, the civil liability of the infringer may be reduced.
Article 132 If none of the parties is at fault in causing the damage, the parties may share civil liability according to the actual situation.
Article 133 If a person with no capacity for civil conduct or a person with limited capacity for civil conduct causes damage to others, the guardian shall bear civil liability. If the guardian has done his duty of guardianship, his civil liability may be appropriately reduced.
If a person with no capacity for civil conduct or a person with limited capacity for civil conduct causes damage to another person, he shall pay compensation from his own property. The insufficient part shall be appropriately compensated by the guardian, except that the unit acts as the guardian.

Section IV. The manner in which civil liability is assumed
Article 134 The main forms of civil liability are:
(I) cessation of violations;
(II) removal of obstruction;
(III) elimination of danger;
(IV) return of property;
(V) restitution;
(VI) repair, rework and replacement;
(VII) compensation for losses;
(VIII) payment of liquidated damages;
(IX) to eliminate the influence and restore the reputation;
(X) apologize.
The above forms of civil liability may be applied separately or in combination.
In handling civil cases, the people's courts may, in addition to applying the above-mentioned provisions, admonish them, order them to make a statement of repentance, confiscate the property and illegal income from illegal activities, and may impose a fine or detention in accordance with the law.

Chapter VII Limitation of Actions
Article 135 The limitation of action for requesting protection of civil rights from a people's court shall be two years, except as otherwise provided by law.
Article 136 The limitation period for the following actions shall be one year:
(I) claims for compensation for bodily injury;
(II) the sale of substandard goods without declaration;
(III) delay or refuse to pay rent;
(IV) deposited property is lost or damaged.
Article 137 The period of limitation of action shall be counted from the time when the right was or should have been known to be infringed. However, if the period of time from the date of infringement of the right exceeds 20 years, the people's court shall not protect it. Under special circumstances, the people's court may extend the limitation period.
Article 138 If the party voluntarily performs the performance within the period of limitation of action, it shall not be subject to the limitation of action.
Article 139 Within the last six months of the limitation period, if the right of claim cannot be exercised due to force majeure or other obstacles, the limitation of action shall be suspended. The period of limitation of action continues to be counted from the day the cause of suspension of the limitation of action is eliminated.
Article 140 The limitation of action shall be interrupted by the institution of a lawsuit or by the request or consent of one of the parties to perform its obligations. The limitation period is recalculated from the time of the interruption.
Article 141 Where the law provides otherwise for the limitation of action, the law shall apply.

Chapter VIII Application of Law in Foreign-related Civil Relations
Article 142 The application of law to foreign-related civil relations shall be determined in accordance with the provisions of this Chapter.
If an international treaty concluded or acceded to by the the People's Republic of China differs from the civil law of the the People's Republic of China, the provisions of the international treaty shall apply, except for the provisions on which the the People's Republic of China has made reservations.
Where there are no provisions in the People's Republic of China laws or international treaties concluded or acceded to by the People's Republic of China, international practices may apply.
Article 143 Where a People's Republic of China citizen settles abroad, the law of the country of residence may be applied to his capacity for civil conduct.
Article 144 The ownership of immovable property shall be governed by the law of the place where the immovable property is located.
Article 145 The parties to a foreign-related contract may choose the law applicable to the settlement of contractual disputes, unless otherwise provided by law.
If the parties to a foreign-related contract have no choice, the law of the country most closely related to the contract shall apply.
Article 146 The law of the place where the tort was committed shall apply to the compensation for damages caused by a tort. If both parties are of the same nationality or have domicile in the same country, the law of the party's own country or the law of the place of domicile may also be applied.
the People's Republic of China law does not consider acts that occur outside the field of the People's Republic of China to be torts and shall not be treated as torts.
Article 147 Marriage between a People's Republic of China citizen and a foreigner shall be governed by the law of the place where the marriage was concluded, and divorce shall be governed by the law of the place of the court where the case is accepted.
Article 148 Maintenance shall be governed by the law of the State with which the dependants are most closely connected.
Article 149 In the legal succession of an estate, the law of the place where the decedent has his domicile at the time of death shall apply to movable property, and the law of the place where the immovable property is located shall apply to immovable property.
Article 150 The application of foreign laws or international practices in accordance with the provisions of this Chapter shall not violate the the People's Republic of China public interest.

Chapter IX Supplementary Provisions
Article 151 The people's congresses of national autonomous areas may, in accordance with the principles stipulated in this Law and in the light of the characteristics of the local nationalities, formulate alternative or supplementary separate regulations or provisions. Those enacted by the people's congresses of autonomous regions shall be reported to the Standing Committee of the National People's Congress for approval or for the record in accordance with the provisions of the law; those enacted by the people's congresses of autonomous prefectures or autonomous counties shall be reported to the standing committees of the people's congresses of provinces or autonomous regions for approval.
Article 152 Prior to the entry into force of this Law, an enterprise owned by the whole people established with the approval of the competent authority at or above the province, autonomous region, or municipality directly under the Central Government may no longer be registered as a legal person if it has been registered with the administrative department for industry and commerce.
Article 153 "Force majeure" as used in this Law refers to unforeseeable, unavoidable and insurmountable objective circumstances.
Article 154 The term "period" in the Civil Law shall be calculated in accordance with the year, month, day and hour of the Gregorian calendar.
If the period is specified to be calculated by hour, it shall be calculated from the specified time. If it is stipulated that the period shall be calculated according to the day, month and year, the day of the beginning shall not be counted and shall be calculated from the next day.
If the last day of the period is a Sunday or other statutory holiday, the day following the holiday shall be the last day of the period.
The deadline for the last day of the period is twenty-four o'clock. If there is business time, the time to stop business activities will expire.
Article 155 In the Civil Law, the terms "more than", "less than", "within" and "expiration" include the number of the same; the terms "not satisfied" and "other than" do not include the number of the same.
Article 156 This Law shall enter into force as of January 1, 1987.