Civil Code of Einsenland – General Provisions (British English)
Reference translation into British English. The Chinese source is available here. This translation preserves its numbering and legal status; it is not a jointly authenticated text of equal legal authority. See source and translation notes. The source is draft material with unresolved institutional references and other defects; translating it does not adopt or correct those provisions.
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Civil Code
Section 1 [Purpose]
This Code is enacted under the Constitution to safeguard civil subjects' lawful rights and interests, regulate civil relations, maintain social and economic order, meet the requirements of developing the socialist market economy and promote core socialist values.
Section 2 [Scope]
Civil law shall regulate personal and property relations between natural persons, legal persons and unincorporated organisations as subjects of equal standing.
Section 3 [Legal protection of civil rights and interests]
Civil subjects' personal rights, property rights and other lawful rights and interests shall be protected by law and shall not be infringed by any organisation or individual.
Section 4 [Equality]
Civil subjects shall have equal legal standing in civil activities.
Section 5 [Voluntariness]
Civil subjects shall act voluntarily in civil activities, establishing, varying and terminating civil legal relations according to their own will.
Section 6 [Fairness]
Civil subjects shall act fairly in civil activities and reasonably determine each party's rights and obligations.
Section 7 [Good faith]
Civil subjects shall act in good faith in civil activities, maintaining honesty and honouring commitments.
Section 8 [Legality, public order and good morals]
Civil subjects shall not violate the law or offend public order and good morals in civil activities.
Section 9 [Green principle]
Civil subjects' civil activities shall be conducive to conserving resources and protecting the ecological environment.
Section 10 [Application of law]
Civil disputes shall be resolved under the law. Where the law contains no provision, custom may apply, provided that it does not offend public order and good morals.
Section 11 [Capacity for civil rights]
A natural person shall have capacity for civil rights from birth until death and shall enjoy civil rights and bear civil obligations in accordance with the law.
Section 12 [Time of birth and death]
The time of a natural person's birth or death shall be that recorded in the birth or death certificate. In the absence of such a certificate, the time recorded in household registration or another valid identity registration shall apply. Where other evidence suffices to rebut those records, the time established by that evidence shall apply.
Section 13 [Protection of a foetus's interests]
For protection of a foetus's interests in matters such as inheritance and acceptance of gifts, the foetus shall be deemed to have capacity for civil rights. If stillborn, however, that capacity shall be deemed never to have existed.
Section 14 [Full capacity to perform civil legal acts]
A natural person aged 18 or over shall be an adult. An adult shall have full capacity to perform civil legal acts and may perform them independently.
A minor aged 16 or over whose main means of support is income from their own labour shall be deemed to have full capacity to perform civil legal acts.
Section 15 [Minors with limited capacity]
A minor aged eight or over shall have limited capacity to perform civil legal acts. Such acts shall be performed through their statutory representative or with that representative's consent or ratification. The minor may nevertheless independently perform purely beneficial acts or acts appropriate to their age and intelligence.
Section 16 [Minors without capacity]
A minor under eight shall lack capacity to perform civil legal acts, which shall be performed on their behalf by their statutory representative.
Section 17 [Adults without capacity]
An adult unable to understand their own conduct shall lack capacity to perform civil legal acts, which shall be performed by their statutory representative.
The preceding paragraph shall also apply to a minor aged eight or over who cannot understand their own conduct.
Section 18 [Adults with limited capacity]
An adult unable fully to understand their own conduct shall have limited capacity to perform civil legal acts. Such acts shall be performed through their statutory representative or with that representative's consent or ratification. They may nevertheless independently perform purely beneficial acts or acts appropriate to their intelligence and mental health.
Section 19 [Procedure for determining capacity]
An interested person or relevant organisation shall apply to a People's Court for a determination that an adult lacks or has limited capacity to perform civil legal acts, and the Court shall confirm the matter in accordance with the law.
Where a People's Court has made such a determination, it may revoke it upon application by the person concerned, an interested person or a relevant organisation, having regard to recovery of intelligence or mental health.
Section 20 [Guardians]
Parents shall be the guardians of their minor children.
Where the parents are deceased or unable to act as guardians, the following persons capable of guardianship shall act in order:
(1) paternal or maternal grandparents;
(2) elder brothers or sisters;
(3) other willing individuals or organisations, subject to consent of the residents' committee, villagers' committee or civil affairs department at the minor's domicile.
Section 21 [Guardians of adults]
An adult lacking or having limited capacity to perform civil legal acts shall have a guardian selected in the following order from persons capable of guardianship:
(1) spouse;
(2) parents or children;
(3) other close relatives;
(4) other willing individuals or organisations, subject to consent of the residents' committee, villagers' committee or civil affairs department at the person's domicile.
Section 22 [Agreed guardianship]
An adult with full capacity may consult in advance with close relatives or other willing individuals or organisations and designate a guardian in writing to perform guardianship duties upon full or partial loss of capacity.
Section 23 [Appointment of guardians]
Where the identity of the guardian is disputed, the residents' committee, villagers' committee or civil affairs department at the ward's domicile shall designate a guardian. A dissatisfied party may apply to a People's Court for designation, and may also apply directly to the Court.
The committee, department or Court shall respect the ward's true wishes and designate a statutorily eligible person in the ward's best interests.
Section 24 [Temporary guardianship]
Before designation under this Code, if the ward's personal rights, property rights or other lawful rights and interests are unprotected, the residents' committee, villagers' committee, statutorily prescribed organisation or civil affairs department at the ward's domicile shall act temporarily as guardian.
After a People's Court removes a guardian, a new guardian shall be determined lawfully if guardianship is still needed.
Section 25 [Guardians' duties]
A guardian's duties include performing civil legal acts on the ward's behalf and protecting the ward's personal rights, property rights and other lawful rights and interests.
Rights arising from lawful performance of guardianship duties shall be protected by law.
A guardian failing to perform those duties or infringing the ward's lawful rights and interests shall bear legal liability.
Section 26 [Principles for performance]
A guardian shall act in the ward's best interests and shall not dispose of the ward's property except to protect those interests.
When deciding matters affecting a minor ward, the guardian shall respect the ward's true wishes in light of their age and intelligence.
An adult's guardian shall respect the ward's true wishes to the greatest extent, and safeguard and assist civil legal acts appropriate to the ward's intelligence and mental health. The guardian shall not interfere with matters which the ward can handle independently.
Section 27 [Removal of guardians]
On application by a relevant individual or organisation, a People's Court shall remove a guardian, arrange necessary temporary measures and lawfully appoint a guardian in the ward's best interests where the guardian:
(1) seriously harms the ward's physical or mental health;
(2) neglects duties, or cannot perform them and refuses to entrust some or all to others, thereby placing the ward in danger or distress;
(3) otherwise seriously infringes the ward's lawful rights and interests.
Section 28 [Termination of guardianship]
Guardianship shall terminate where:
(1) the ward acquires or regains full capacity;
(2) the guardian loses the ability to act;
(3) the ward or guardian dies;
(4) a People's Court determines another ground for termination.
If guardianship is still needed after termination, a new guardian shall be determined lawfully.
Section 29 [Declaration of disappearance]
Where a natural person's whereabouts have been unknown for two years, an interested person may apply to a People's Court for a declaration that the person is missing.
Section 30 [Administration of a missing person's property]
A missing person's property shall be administered by their spouse, adult children, parents or another willing administrator.
Where administration is disputed, no such person exists or such persons are incapable, a person designated by a People's Court shall administer it.
Section 31 [Property administrator's duties]
An administrator shall manage the missing person's property properly and protect their property rights and interests.
Taxes, debts and other sums payable by the missing person shall be paid from their property.
An administrator causing property loss intentionally or through gross negligence shall be liable in damages.
Section 32 [Declaration of death]
An interested person may apply to a People's Court for a declaration of death where a natural person:
(1) has been missing for four years;
(2) has been missing for two years following an accident.
Where the relevant authority certifies that a person missing following an accident cannot have survived, the two-year period shall not apply.
Section 33 [Effects of a declaration of death]
The date of the People's Court judgment declaring death shall be deemed the date of death; for disappearance following an accident, the date of the accident shall be deemed the date of death.
The marriage of a person declared dead shall end on the declaration. If the declaration is revoked, the marriage shall automatically resume on revocation, unless the spouse has remarried or has declared in writing to the marriage registration authority that they do not wish it to resume.
Section 34 [Revocation of a declaration of death]
If a person declared dead reappears, a People's Court shall revoke the declaration on application by that person or an interested person.
The reappearing person may require civil subjects who acquired their property under this Code to return it, or provide appropriate compensation if return is impossible.
An interested person who concealed the truth, caused another to be declared dead and thereby acquired their property shall return it and compensate resulting losses.
Division 4 Individual Industrial and Commercial Households and Rural Land-Contracting Households
[编辑 | 编辑源代码]Section 35 [Individual industrial and commercial households]
A natural person conducting industrial or commercial business and registered in accordance with the law shall constitute an individual industrial and commercial household and may adopt a trading name.
Section 36 [Rural land-contracting households]
A member of a rural collective economic organisation who lawfully acquires rural land contractual management rights and conducts household contractual operations shall constitute a rural land-contracting household.
Section 37 [Debts of individual businesses and contracting households]
An individual business's debts shall be borne by personal property for individual operations, by household property for household operations, and by household property where the distinction cannot be made.
Debts of a rural land-contracting household shall be borne by the property of the household conducting the contracted operations; where only some household members in fact operate it, their property shall bear the debts.
Section 38 [Definition]
A legal person is an organisation possessing capacity for civil rights and capacity to perform civil legal acts, independently enjoying civil rights and bearing civil obligations in accordance with the law.
Section 39 [Conditions of establishment]
A legal person shall be established in accordance with the law.
It shall have its own name, organisational structure, domicile and property or funds. Detailed conditions and procedures for establishment shall follow laws and administrative regulations.
Where establishment requires approval by a relevant authority under laws or administrative regulations, those provisions shall apply.
Section 40 [Capacity of legal persons]
A legal person's capacity for civil rights and capacity to perform civil legal acts shall arise on establishment and cease on termination.
Section 41 [Articles of association]
The responsible person who represents a legal person in civil activities under the law or its articles shall be its legal representative.
The legal person shall bear the legal consequences of civil activities undertaken by its legal representative in its name.
Restrictions on representative authority in the articles or imposed by the governing body shall not be asserted against a counterparty acting in good faith.
Section 42 [Independent liability]
A legal person shall bear civil liability independently with all its property.
Section 43 [Domicile]
A legal person's domicile shall be the location of its principal office. If registration is required, that location shall be registered as its domicile.
Section 44 [Merger and division]
Legal persons may merge or divide in accordance with the law.
On merger, the resulting legal person shall succeed to the rights and obligations.
On division, the resulting legal persons shall hold rights as joint and several creditors and bear obligations as joint and several debtors, unless creditor and debtor agree otherwise.
Section 45 [Termination]
A legal person shall terminate where:
(1) it is dissolved;
(2) it is declared bankrupt;
(3) another statutory ground exists.
Where laws or administrative regulations require approval for termination, those provisions shall apply.
Section 46 [Liquidation]
On dissolution, except by merger or division, persons obliged to liquidate shall promptly form a liquidation group.
Members of executive or decision-making bodies, including directors and council members, shall be obliged to liquidate, unless laws or administrative regulations provide otherwise.
Failure to perform liquidation duties promptly, causing damage, shall incur civil liability. A competent authority or interested person may apply to a People's Court to designate a liquidation group.
Section 47 [Liquidation procedure]
During liquidation, the group shall represent the legal person in civil activities and shall:
(1) ascertain its property and prepare a balance sheet and inventory;
(2) notify creditors, make public announcements and register claims;
(3) deal with outstanding matters relating to liquidation;
(4) settle overdue taxes and taxes arising in liquidation;
(5) settle claims and debts;
(6) deal with property remaining after payment of debts;
(7) represent the legal person in civil proceedings.
Section 48 [Termination and deregistration]
Property remaining after liquidation shall be dealt with under the articles or a resolution of the governing body, unless the law provides otherwise.
The legal person shall terminate when liquidation and deregistration are complete. Where registration is not required by law, it shall terminate upon completion of liquidation.
Section 49 [Effect of establishment registration and deregistration]
Changes in registered matters during a legal person's existence shall be registered with the registration authority in accordance with the law.
A profit-making legal person shall be registered lawfully. Registration, changes and deregistration shall follow laws and administrative regulations.
Section 50 [Definition]
A legal person established to earn profits and distribute them to shareholders or other contributors shall be a profit-making legal person.
These include limited liability companies, companies limited by shares and other enterprise legal persons.
Section 51 [Articles of profit-making legal persons]
A profit-making legal person shall have a governing body.
That body shall:
(1) amend the articles;
(2) elect or replace members of executive and supervisory bodies;
(3) consider and approve those bodies' reports;
(4) resolve upon merger, division, dissolution and similar matters;
(5) exercise other powers conferred by the articles.
Section 52 [Executive body]
A profit-making legal person shall have an executive body.
That body shall:
(1) convene meetings of the governing body;
(2) determine business plans and investment proposals;
(3) determine the internal management structure;
(4) exercise other powers conferred by the articles.
Where the executive body is a board of directors or an executive director, the chair, executive director or manager shall serve as legal representative in accordance with the articles.
Section 53 [Supervisory body]
Where a profit-making legal person has a supervisory board, supervisor or similar body, it shall lawfully inspect finances and supervise the performance of duties by members of the executive body and senior managers, among other functions.
Section 54 [Contributors' rights]
Contributors shall not abuse their rights to harm the legal person or other contributors. Abuse causing loss shall incur civil liability in accordance with the law.
Contributors shall not abuse the legal person's independent status and their limited liability to harm its creditors. Abuse to evade debts, seriously harming creditors, shall incur joint and several liability for the legal person's debts.
Section 55 [Loyalty and diligence of senior management]
Controlling contributors, ultimate controllers, directors, supervisors and senior managers shall not use related-party relationships to harm the legal person's interests; resulting losses shall be compensated.
Section 56 [Special provisions for wholly State-owned companies and similar bodies]
For enterprises funded by the State, State-authorised investment bodies or departments shall perform the contributor's functions under laws, administrative regulations and relevant provisions of the State Council.
Section 57 [Definition]
A legal person established for public benefit or another non-profit purpose and not distributing profits to contributors, founders or members shall be a non-profit legal person.
These include public institutions, social associations, foundations and social service organisations.
Section 58 [Public institution legal persons]
A public institution legal person shall be a non-profit legal person meeting economic and social development needs through public-benefit activities such as education, research, culture and health, with public service as its main purpose.
Where it has a council, that council shall be its decision-making body unless the law provides otherwise. Its legal representative shall be selected under laws, administrative regulations or its articles.
Section 59 [Social association legal persons]
A social association legal person shall be a non-profit legal person established by members' common will for public benefit, their common interests or another non-profit purpose. These include people's and mass organisations such as trade unions, Communist Youth Leagues, women's federations, science and technology associations, literary and art federations, federations of industry and commerce, disability federations and law societies, as well as industry associations, chambers of commerce and learned societies.
Establishment shall require lawful articles, members, a corresponding organisational structure and funding sources appropriate to its activities.
It shall have a general meeting of members, representative meeting or similar governing body.
It shall have a council or similar executive body; its chair, president or other responsible person shall act as legal representative under its articles.
Section 60 [Donation-funded legal persons]
A foundation, social service organisation or similar body established with donated property for public benefit shall acquire donation-funded legal personality upon lawful registration.
Its organisation, decision-making procedures and use of property shall follow laws, administrative regulations and its articles.
Section 61 [Bodies and decision-making procedures]
A donation-funded legal person shall have a council, democratically managed organisation or other decision-making body and an executive body. Its council chair or other responsible person shall serve as legal representative under its articles.
It shall have a supervisory board or similar supervisory body.
Section 62 [Oversight by donors and beneficiaries]
A donor may enquire into the use and management of donated property and make comments and suggestions. The legal person shall respond promptly and truthfully.
Where a decision-making body, executive body or legal representative violates laws, administrative regulations or the articles in the decision-making procedure, or the decision contravenes the articles, donors and other interested persons or the competent authority may request a People's Court to revoke it. Civil legal relations formed under that decision with a counterparty acting in good faith shall remain unaffected.
Section 63 [Remaining property]
A non-profit legal person established for public benefit shall not distribute remaining property to contributors, founders or members on termination. It shall be used for public benefit under the articles or a governing-body resolution. If that is impossible, the competent authority shall arrange transfer to a legal person with the same or a similar purpose and publish an announcement.
Section 64 [Types]
The public body legal persons, rural collective economic organisations, urban and rural cooperative economic organisations and grassroots mass self-governing organisations prescribed in this Division shall be special legal persons.
Section 65 [Public body legal persons]
Public bodies with independent funding and statutory bodies undertaking administrative functions shall have public body legal personality from establishment and may conduct civil activities needed to perform their functions.
Section 66 [Rural collective economic organisation legal persons]
Rural collective economic organisations shall acquire legal personality in accordance with the law.
Specific provisions in laws or administrative regulations shall apply.
Section 67 [Cooperative economic organisation legal persons]
Urban and rural cooperative economic organisations shall acquire legal personality in accordance with the law.
Cooperatives shall observe members' joint labour, joint operation, democratic management and distribution according to work. Their organisation, rights and obligations shall be separately prescribed by cooperative legislation.
Trade unions shall have legal personality and lawfully represent workers in safeguarding their lawful rights and interests.
Section 68 [Grassroots mass self-governing organisation legal persons]
Residents' and villagers' committees shall have legal personality as grassroots mass self-governing organisations and may conduct civil activities needed to perform their functions.
Where no village collective economic organisation exists, the villagers' committee may lawfully perform its functions.
Section 69 [Definition]
An unincorporated organisation is an organisation without legal personality which may nevertheless lawfully conduct civil activities in its own name.
These include sole proprietorships, partnerships and professional service organisations without legal personality.
Section 70 [Establishment]
Unincorporated organisations shall register in accordance with the law.
Where laws or administrative regulations require approval of establishment by a relevant authority, those provisions shall apply.
Section 71 [Representatives]
An unincorporated organisation may designate one or more persons to represent it in civil activities.
Section 72 [Liability of contributors or founders]
Where an unincorporated organisation's property is insufficient to pay its debts, its contributors or founders shall bear unlimited liability, unless the law provides otherwise.
Section 73 [Dissolution and liquidation]
An unincorporated organisation shall be liquidated in accordance with the law upon dissolution.
Section 74 [Application of legal-person provisions by analogy]
In addition to this Chapter, the relevant provisions of Chapter III, Division 1 of this Book shall apply by analogy to unincorporated organisations.
Section 75 [Scope of civil rights]
A natural person's personal liberty and human dignity shall be protected by law.
Section 76 [Personal rights]
Natural persons shall enjoy the rights to life, bodily integrity, health, name, likeness, reputation, honour and privacy, among other rights.
Legal persons and unincorporated organisations shall enjoy rights to their names, reputation and honour.
Section 77 [Personal liberty and human dignity]
A natural person's personal rights arising from marriage, family relations and similar relationships shall be protected by law.
Section 78 [Rights in rem]
A natural person's personal information shall be protected by law. Any organisation or individual needing to obtain another person's personal information shall acquire it lawfully and ensure its security. Unlawful collection, use, processing, transmission, purchase, sale, provision or publication of another person's personal information shall be prohibited.
Section 79 [Claims]
Civil subjects shall enjoy rights in rem in accordance with the law.
A right in rem is the right lawfully enjoyed by its holder to exercise direct and exclusive control over a specific thing, including ownership, usufructuary rights and security rights in rem.
Section 80 [Intellectual property rights]
Civil subjects shall enjoy claims in accordance with the law.
A claim is a right arising from contract, tort, management of another's affairs without mandate, unjust enrichment or another statutory provision, entitling its holder to require a specified obligor to act or refrain from acting.
Section 81 [Inheritance rights]
Civil subjects shall enjoy intellectual property rights in accordance with the law.
Intellectual property rights are the exclusive rights lawfully enjoyed over:
(1) works;
(2) inventions, utility models and designs;
(3) trade marks;
(4) geographical indications;
(5) trade secrets;
(6) integrated circuit layout designs;
(7) new plant varieties;
(8) other objects prescribed by law.
Section 82 [Equity and other investment rights]
Natural persons shall enjoy inheritance rights in accordance with the law.
A natural person's lawful private property may be inherited in accordance with the law.
Section 83 [Other civil rights and interests]
Civil subjects shall enjoy equity and other investment rights in accordance with the law.
Section 84 [Data and online virtual property]
Civil subjects shall enjoy other civil rights and interests prescribed by law.
Where the law provides for protection of data or online virtual property, those provisions shall apply.
Section 85 [Means of acquiring civil rights]
Civil subjects shall exercise civil rights lawfully according to their own will without interference.
Section 86 [Civil obligations]
Civil subjects shall exercise civil rights according to their own will without interference.
Section 87 [Lawful defence]
Civil subjects shall not abuse civil rights to harm State interests, the public interest or others' lawful rights and interests.
Section 88 [Necessity]
No civil liability shall arise for damage caused in lawful defence.
Where defence exceeds necessary limits and causes unjustified damage, the defender shall bear appropriate civil liability.
Section 89 [Voluntary emergency assistance]
Civil liability for damage caused by averting an emergency shall be borne by the person who created the danger.
Where the danger arises from natural causes, the person averting it shall bear no civil liability and may be given appropriate compensation.
Where inappropriate measures or measures exceeding necessary limits cause unjustified damage, the person averting the danger shall bear appropriate civil liability.
Where a person is harmed while protecting another's civil rights and interests, the tortfeasor shall bear civil liability and the beneficiary may provide appropriate compensation. If there is no tortfeasor, the tortfeasor has fled or cannot bear liability, the beneficiary shall provide appropriate compensation upon the injured person's request.
Section 90 [Definition]
A civil legal act is an act by which a civil subject establishes, varies or terminates a civil legal relationship through a declaration of intention.
Section 91 [Types]
A civil legal act may be formed through agreement between two or more parties' declarations of intention or through a unilateral declaration.
A resolution of a legal person or unincorporated organisation shall be formed where adopted through deliberation and voting procedures prescribed by law or its constitution.
Section 92 [Declarations of intention]
A declaration of intention may be express or implied.
Silence shall constitute a declaration only where prescribed by law, agreed by the parties or consistent with their established course of dealing.
Section 93 [Effect of a declaration addressed to another person]
A declaration made through direct communication shall take effect when the recipient knows its content.
A declaration made otherwise shall take effect when it reaches the recipient. Where made by a data message, it shall take effect on entering a system specifically designated by the recipient to receive it; if no system was designated, when the recipient knows or ought to know that it has entered their system. A contrary agreement on the time of effect of a data message shall prevail.
Section 94 [Effect of a declaration without a recipient]
A declaration without a recipient shall take effect when completed, unless the law provides otherwise.
Section 95 [Declaration by public announcement]
A declaration made by public announcement shall take effect on publication.
Section 96 [Withdrawal]
A person may withdraw a declaration of intention. Notice of withdrawal shall reach the recipient before or at the same time as the declaration.
Section 97 [Interpretation]
A declaration addressed to another person shall be interpreted according to its words, relevant terms, the nature and purpose of the act, custom and good faith.
A declaration without a recipient shall not be interpreted solely by strict adherence to its words; the person's true intention shall be determined in light of relevant terms, the act's nature and purpose, custom and good faith.
Section 98 [Requirements for validity]
A civil legal act shall be valid if:
(1) the person has the requisite capacity;
(2) the declaration of intention is genuine;
(3) it does not violate mandatory provisions of laws or administrative regulations or offend public order and good morals.
Section 99 [Time of effect]
A civil legal act shall take effect on formation unless the law or the parties' agreement provides otherwise.
Section 100 [Conditional acts]
A civil legal act may be conditional unless its nature precludes a condition. An act subject to a condition precedent shall take effect when the condition is fulfilled; an act subject to a condition subsequent shall cease to have effect when it is fulfilled.
Where a party improperly prevents fulfilment for their own benefit, the condition shall be deemed fulfilled; where a party improperly procures fulfilment, it shall be deemed unfulfilled.
Section 101 [Acts subject to a time limit]
A civil legal act may be subject to a time limit unless its nature precludes one. An act with a commencement date shall take effect when that date arrives; an act with a termination date shall cease to have effect when that date expires.
Section 102 [Acts of persons without capacity]
A civil legal act performed by a person lacking capacity shall be void.
Section 103 [Acts of persons with limited capacity]
A purely beneficial act or an act appropriate to the age, intelligence and mental health of a person with limited capacity shall be valid. Other civil legal acts shall become valid upon consent or ratification by the statutory representative.
The counterparty may call upon the representative to ratify within 30 days of receiving notice. Silence shall be deemed refusal. Before ratification, a counterparty acting in good faith may revoke by notice.
Section 104 [Sham declarations]
A civil legal act performed through a sham declaration by the person and counterparty shall be void.
The validity of an act concealed by a sham declaration shall be governed by the relevant legal provisions.
Section 105 [Material mistake]
A person who performs a civil legal act under a material mistake may request a People's Court or arbitral institution to set it aside.
Section 106 [Fraud]
Where one party fraudulently causes another to perform a civil legal act contrary to their true intention, the defrauded party may request a People's Court or arbitral institution to set it aside.
Where a third party commits the fraud and the counterparty knows or ought to know of it, the defrauded party shall have the same right.
Section 107 [Duress]
Where a party or third party uses duress to cause another to perform a civil legal act contrary to their true intention, the coerced party may request a People's Court or arbitral institution to set it aside.
Section 108 [Manifest unfairness]
Where a party exploits another's distress, lack of judgment or similar circumstances so that the act is manifestly unfair at formation, the disadvantaged party may request a People's Court or arbitral institution to set it aside.
Section 109 [Extinction of the right to set aside]
The right to set aside shall cease where:
(1) it is not exercised within one year of knowing or being expected to know the ground, or within 90 days in the case of material mistake;
(2) a party subjected to duress fails to exercise it within one year after duress ends;
(3) after knowing the ground, a party expressly or by conduct waives the right.
The right shall cease if not exercised within five years of the act.
Section 110 [Mandatory provisions, public order and good morals]
An act violating a mandatory provision of laws or administrative regulations shall be void, unless that provision does not render the act void.
An act offending public order and good morals shall be void.
Section 111 [Malicious collusion]
A civil legal act by which a person and counterparty collude maliciously to harm another's lawful rights and interests shall be void.
Section 112 [Partial validity of void or set-aside acts]
Where invalidity of part of a civil legal act does not affect the remainder, the remainder shall remain valid.
Section 113 [Consequences of invalidity or setting aside]
Where an act is void, set aside or determined to have no effect, property obtained through it shall be returned. If return is impossible or unnecessary, compensation equivalent to its value shall be provided. A party at fault shall compensate the other's resulting losses; where all parties are at fault, each shall bear corresponding liability. Other statutory provisions shall prevail.
Section 114 [Exercise of agency]
Civil subjects may perform civil legal acts through agents.
An act which the law, agreement or its nature requires to be performed personally shall not be performed through an agent.
Section 115 [Effect of agency]
An agent's civil legal act within authority and in the principal's name shall bind the principal.
Section 116 [Types]
Agency shall comprise consensual and statutory agency.
A consensual agent shall exercise authority under the principal's mandate; a statutory agent shall exercise it under the law.
Section 117 [Agents' responsibility]
An agent shall act within authority and in the principal's name and faithfully safeguard the principal's interests.
An agent shall not perform a civil legal act in the principal's name with themselves unless the principal consents or ratifies.
An agent shall not act in the principal's name with another person whom the agent simultaneously represents, unless both principals consent or ratify.
Section 118 [Creation of authority]
A written authority shall state the agent's name, matters entrusted, scope and duration, and bear the principal's signature or seal.
Section 119 [Sub-agency]
An agent needing to appoint a third party as sub-agent shall obtain the principal's consent or ratification.
Where consented to or ratified, the principal may instruct the third party directly; the original agent shall be responsible only for selection and instructions given to that party.
Without consent or ratification, the agent shall be liable for the third party's conduct, except where an emergency requires sub-agency to protect the principal's interests.
Section 120 [Joint agency]
Several agents for the same matter shall exercise authority jointly unless the parties agree otherwise.
Section 121 [Termination of consensual agency]
Consensual agency shall terminate upon:
(1) expiry of the period or completion of the matter;
(2) revocation by the principal or resignation by the agent;
(3) loss of the agent's capacity;
(4) death of agent or principal;
(5) termination of a legal person or unincorporated organisation acting as agent or principal.
Section 122 [Agency after the principal's death]
An act by a consensual agent after the principal's death shall be valid where:
(1) the agent neither knows nor ought to know of the death;
(2) the heirs acknowledge it;
(3) the authority expressly ends only upon completion of the matter;
(4) the agency began before death and continues in the heirs' interests.
The preceding paragraph shall apply by analogy where a legal person or unincorporated organisation acting as principal terminates.
Section 123 [Unauthorised agency]
An act without authority, beyond authority or after authority ends shall not bind the principal unless ratified.
The counterparty may call upon the principal to ratify within 30 days of receiving notice. Silence shall be deemed refusal. Before ratification, a counterparty acting in good faith may revoke by notice.
If not ratified, a good-faith counterparty may require the person who acted to perform the obligation or compensate damage, but compensation shall not exceed the benefit obtainable had the principal ratified.
Where the counterparty knows or ought to know of the lack of authority, the counterparty and person who acted shall bear liability according to their respective fault.
Section 124 [Apparent agency]
Where a person without authority, beyond authority or after its termination contracts in the principal's name and the counterparty has reason to believe authority exists, the agency act shall be valid.
Section 125 [Termination]
Statutory agency shall terminate where:
(1) the principal acquires or regains full capacity;
(2) the agent loses capacity;
(3) the agent or principal dies;
(4) another statutory circumstance arises.
Section 126 [Bearing civil liability]
Civil subjects shall bear civil liability for breach of civil obligations.
Section 127 [Forms of liability]
The principal forms of civil liability shall be:
(1) cessation of infringement;
(2) removal of obstruction;
(3) elimination of danger;
(4) return of property;
(5) restoration to the original condition;
(6) repair, re-performance or replacement;
(7) continued performance;
(8) compensation for losses;
(9) payment of agreed damages;
(10) elimination of adverse effects and restoration of reputation;
(11) an apology.
Where the law provides punitive damages, those provisions shall apply.
The forms in this Section may be imposed separately or together.
Section 128 [Exemption]
Failure to perform a civil obligation because of force majeure shall not incur civil liability unless the law provides otherwise.
Force majeure means objective circumstances which are unforeseeable, unavoidable and insurmountable.
Section 129 [Lawful defence]
Damage caused in lawful defence shall incur no civil liability.
Where defence exceeds necessary limits and causes unjustified damage, the defender shall bear appropriate civil liability.
Section 130 [Necessity]
Damage caused by averting an emergency shall be borne by the person creating the danger.
Where the danger arises naturally, the person averting it shall bear no civil liability and may be given appropriate compensation.
Where inappropriate measures or measures exceeding necessary limits cause unjustified damage, the person averting the danger shall bear appropriate civil liability.
Section 131 [Courageous protection of others]
Where a person is harmed while protecting another's civil rights and interests, the tortfeasor shall bear civil liability and the beneficiary may provide appropriate compensation. If there is no tortfeasor, the tortfeasor has fled or cannot bear liability, the beneficiary shall provide appropriate compensation upon the injured person's request.
A person voluntarily providing emergency assistance shall not bear civil liability for harm thereby caused to the recipient.
Section 132 [Victim's fault]
Where the injured person is at fault in the occurrence or aggravation of the same damage, the tortfeasor's liability may be reduced.
Section 133 [Fair sharing of loss]
Where neither the victim nor the person acting is at fault, loss shall be shared in accordance with the law.
Section 134 [Priority of civil liability]
A person bearing civil liability shall discharge it promptly.
Where the same conduct incurs civil, administrative and criminal liability, administrative or criminal liability shall not affect civil liability. If property is insufficient, civil liability shall take priority.
Section 135 [Protection of personality interests of heroes and martyrs]
Infringing the names, likenesses, reputation or honour of heroes, martyrs and similar persons, to the detriment of the public interest, shall incur civil liability.
Section 136 [Limitation period]
The period for requesting a People's Court to protect civil rights shall be three years unless the law provides otherwise.
It shall run from when the right-holder knows or ought to know that the right is harmed and who the obligor is, unless the law provides otherwise. A People's Court shall not grant protection more than 20 years after the infringement, but may extend the period on the right-holder's application in special circumstances.
Section 137 [Special periods]
The limitation period for compensation for sexual abuse suffered as a minor shall run from the victim's eighteenth birthday.
The limitation period for personal injury compensation and compensation for environmental pollution or ecological damage shall be five years.
Section 138 [Suspension]
Limitation shall be suspended where, during its last six months, a claim cannot be exercised owing to:
(1) force majeure;
(2) a person without or with limited capacity having no statutory representative, or that representative's death or loss of capacity or authority;
(3) heirs or an estate administrator not having been determined after succession opens;
(4) the right-holder being controlled by the obligor or another person;
(5) another impediment preventing exercise of the claim.
The period shall expire six months after the cause of suspension ceases.
Section 139 [Interruption]
Limitation shall be interrupted and restart from interruption or conclusion of the relevant procedure where:
(1) the right-holder demands performance from the obligor;
(2) the obligor agrees to perform;
(3) the right-holder brings proceedings or applies for arbitration;
(4) another circumstance with equivalent effect occurs.
Section 140 [Interruption for joint and several claims and debts]
Assertion against one debtor shall interrupt limitation against all debtors.
For joint and several claims, assertion by one creditor, or for joint and several debts, acknowledgement by one debtor, shall interrupt limitation for all creditors or debtors, except those who disagree with the assertion or acknowledgement.
Section 141 [Agency and interruption]
Limitation shall be interrupted where an agent asserts a claim against the principal's counterparty or that counterparty asserts a claim against the agent.
Section 142 [Claims not subject to limitation]
Limitation shall not apply to claims:
(1) to cease infringement, remove obstruction or eliminate danger;
(2) for return of property by the holder of a right in rem in immovables or a registered right in rem in movables;
(3) for child support, support of elderly relatives or other maintenance;
(4) otherwise exempted by law.
Section 143 [Mandatory nature]
Periods, calculation and grounds for suspension and interruption shall be prescribed by law; contrary agreements shall be void.
Advance waiver of the benefit of limitation shall be void.
Section 144 [Expiry]
Upon expiry the obligor may raise a defence against performance.
An obligor agreeing to perform after expiry shall not rely on expiry as a defence. Voluntary performance shall not be reclaimed.
Section 145 [Arbitration limitation]
This Chapter's provisions on limitation of actions shall apply to limitation in arbitration.
Section 146 [Method]
Periods under civil law shall be calculated in Gregorian calendar years, months, days and hours.
Section 147 [Commencement]
For periods calculated in years, months or days, the initial day shall not count and calculation shall begin the following day.
For periods calculated in hours, calculation shall begin at the time prescribed by law or agreed by the parties.
Section 148 [Determining expiry]
For a period calculated in years or months, the corresponding day in the month of expiry shall be the last day; if no corresponding day exists, the last day of that month shall apply.
Section 149 [Expiry on a holiday]
If the last day is a statutory holiday, the day following the end of that holiday shall be the last day.
The period shall expire at 24:00 on its last day, or at the close of business where business hours apply.