Civil Code of the People’s Republic of China
(Adopted at the Third Session of the Thirteenth National People’s Congress on May 28, 2020)
Book One General Part Chapter I General Provisions
Chapter I General Provisions
Article 1 This Law is formulated in accordance with the Constitution of the People’s Republic of China for the purposes of protecting the lawful rights and interests of the persons of the civil law, regulating civil-law relations, maintaining social and economic order, meet the needs for developing socialism with Chinese characteristics, and carrying forward the core socialist values.
Article 2 The civil law regulates personal and proprietary relationships among the persons of the civil law, namely, natural persons, legal persons, and unincorporated organizations that are equal in status.
Article 3 The personal rights, proprietary rights, and other lawful rights and interests of the persons of the civil law are protected by law and free from infringement by any organization or individual.
Article 4 All persons of the civil law are equal in legal status when conducting civil activities.
Article 5 When conducting a civil activity, a person of the civil law shall, in compliance with the principle of voluntariness, create, alter, or terminate a civil juristic relationship according to his own will.
Article 6 When conducting a civil activity, a person of the civil law shall, in compliance with the principle of fairness, reasonably clarify the rights and obligations of each party.
Article 7 When conducting a civil activity, a person of the civil law shall, in compliance with the principle of good faith, uphold honesty and honor commitments.
Article 8 When conducting a civil activity, no person of the civil law shall violate the law, or offend public order or good morals.
Article 9 When conducting a civil activity, a person of the civil law shall act in a manner that facilitates conservation of resources and protection of the ecological environment.
Article 10 Civil disputes shall be resolved in accordance with law. Where the law does not specify, custom may be applied, provided that public order and good morals may not be offended.
Article 11 Where there are other laws providing special provisions regulating civil-law relations, such provisions shall be followed.
Article 12 The laws of the People’s Republic of China shall apply to the civil activities taking place within the territory of the People’s Republic of China, except as otherwise provided by law.
Chapter II Natural Persons
Section 1 Capacity for Enjoying Civil-law Rights and Capacity for Performing Civil Juristic Acts
Article 13 A natural person shall, from the time of birth until the time of death, have the capacity for enjoying civil-law rights, and may enjoy civil-law rights and assume civil-law duties in accordance with law.
Article 14 All natural persons are equal in their capacity for enjoying civil-law rights.
Article 15 The time of birth and time of death of a natural person are determined by the time recorded on his birth or death certificate as applied, or, if there is no birth or death certificate, by the time recorded in the natural person’s household registration or other valid identity certificate. If there is sufficient evidence overturning the time recorded in the aforementioned documents, the time that is established by such evidence shall prevail.
Article 16 A fetus is deemed as having the capacity for enjoying civil-law rights in estate succession, acceptance of gift, and other situations where protection of a fetus’ interests is involved. However, a stillborn fetus does not have such capacity ab initio.
Article 17 A natural person aged 18 or above is an adult. A natural person under the age of 18 is a minor.
Article 18 An adult has full capacity for performing civil juristic acts and may independently perform civil juristic acts.
A minor aged 16 or above whose main source of support is the income from his own labor is deemed as a person with full capacity for performing civil juristic acts.
Article 19 A minor aged 8 or above has limited capacity for performing civil juristic acts, and may perform a civil juristic act through or upon consent or ratification of his legal representative, provided that such a minor may independently perform a civil juristic act that is purely beneficial to him or that is appropriate to his age and intelligence.
Article 20 A minor under the age of 8 has no capacity for performing civil juristic acts, and may perform a civil juristic act only through his legal representative.
Article 21 An adult unable to comprehend his own conduct has no capacity for performing civil juristic acts, and may perform a civil juristic act only through his legal representative.
The preceding paragraph is applicable to a minor aged 8 or above who is unable to comprehend his own conduct.
Article 22 An adult unable to fully comprehend his own conduct has limited capacity for performing civil juristic acts, and may perform a civil juristic act through or upon consent or ratification of his legal representative, provided that such an adult may independently perform a civil juristic act that is purely beneficial to him or that is appropriate to his intelligence and mental status.
Article 23 The guardian of a person who has no or limited capacity for performing civil juristic acts is the legal representative of the person.
Article 24 Where an adult is unable to comprehend or fully comprehend his conduct, any interested person of such an adult or a relevant organization may request the people’s court to declare that the said adult be identified as a person with no or limited capacity for performing civil juristic acts.
Where a person has been identified by a people’s court as a person with no or limited capacity for performing civil juristic acts, the people’s court may, upon request of the person, an interested person thereof, or a relevant organization, and based on the recovery of his intelligence and mental health, declare that the said person becomes a person with limited or full capacity for performing civil juristic acts.
A relevant organization referred to in this Article includes a residents’ committee, a villagers’ committee, a school, a medical institution, the women’s federation, the disabled person’s federation, a legally established organization for senior people, the civil affairs department, and the like.
Article 25 The domicile of a natural person is the residence recorded in the household or other valid identification registration system; if a natural person’s habitual residence is different from his domicile, the habitual residence is deemed as his domicile.
Section 2 Guardianship
Article 26 Parents have the duty to raise, educate, and protect their minor children. Adult children have the duty to support, assist, and protect their parents.
Adult children have the duty to support, assist, and protect their parents.
Article 27 The parents of a minor are his guardians.
Where the parents of a minor are deceased or incompetent to be his guardians, the following persons, if competent, shall act as his guardians in the following order:
(1) his paternal grandparents and maternal grandparents;
(2) his elder brothers and sisters; or
(3) any other individual or organization that is willing to act as his guardian, provided that consent must be obtained from the residents’ committee, the villagers’ committee, or the civil affairs department in the place where the minor’s domicile is located.
Article 28 For an adult who has no or limited capacity for performing civil juristic acts, the following persons, if competent, shall act as his guardians in the following order:
(1) his spouse;
(2) his parents and his children;
(3) any other close relatives of him; or
(4) any other individual or organization that is willing to act as his guardian, provided that consent must be obtained from the residents’ committee, the villagers’ committee, or the civil affairs department in the place where the adult’s domicile is located.
Article 29 A parent who is the guardian of his child may, in his will, designate a succeeding guardian for his child.
Article 30 A guardian may be determined through agreement among the persons who are legally qualified to be guardians. The true will of the ward shall be respected in determining the guardian through agreement.
Article 31 Where a dispute arises over the determination of a guardian, the guardian shall be appointed by the residents’ committee, the villagers’ committee, or the civil affairs department in the place where the ward’s domicile is located, and a party not satisfied with such an appointment may request the people’s court to appoint a guardian; the relevant parties may also directly request the people’s court to make such an appointment.
When appointing a guardian, the residents’ committee, the villagers’ committee, the civil affairs department, or the people’s court shall respect the true will of the ward and appoint a guardian in the best interest of the ward from among the legally qualified persons.
Where the personal, proprietary, and other lawful rights and interests of a ward are not under any protection before a guardian is appointed in accordance with the first paragraph of this Article, the residents’ committee, the villager’s committee, a relevant organization designated by law, or the civil affairs department in the place where the ward’s domicile is located shall act as a temporary guardian.
Once appointed, a guardian shall not be replaced without authorization; where a guardian has been replaced without authorization, the responsibility of the originally appointed guardian is not discharged.
Article 32 Where there is no person legally qualified as a guardian, the civil affairs department shall act as the guardian, and the residents’ committee or villagers’ committee in the place where the ward’s domicile is located may also act as the guardian if they are competent in performing the duties of guardian.
Article 33 An adult with full capacity for performing civil juristic acts may, in anticipation of incapacity in the future, consult his close relatives, or other individuals or organizations willing to be his guardian, and appoint in writing a guardian for himself, who shall perform the duties of guardian when the adult loses all or part of the capacity for performing civil juristic acts.
Article 34 The duties of a guardian are to represent the ward to perform civil juristic acts and to protect the personal, proprietary, and other lawful rights and interests of the ward.
A guardian’s rights arising from performance of his duties as required by law are protected by law.
A guardian who fails to perform his duties or infringes upon the lawful rights or interests of the ward shall bear legal liability.
Where a guardian is temporarily unable to perform his duties owing to an emergency such as an unexpected incident, thus leaving the ward in an unattended situation, the residents’ committee, the villagers’ committee, or the civil affairs department in the place where the ward’s domicile is located shall make arrangement as a temporary measure to provide necessary life care for the ward.
Article 35 A guardian shall perform his duties in the best interest of the ward. A guardian shall not dispose of the ward’s property unless it is for protecting the interests of the ward.
When performing his duties and making decisions relating to a minor’s interests, a guardian of a minor shall respect the true will of the minor based on the latter’s age and intelligence.
When performing his duties, a guardian of an adult shall respect the true will of the adult to the greatest extent possible, and ensure and aid the ward in performing civil juristic acts appropriate to his intelligence and mental status. The guardian shall not interfere with the matters that the ward is capable of independently managing.
Article 36 Where a guardian has performed any of the following acts, the people’s court shall, upon request of a relevant individual or organization, disqualify the guardian, adopt necessary temporary measures, and appoint a new guardian in the best interest of the ward in accordance with law:
(1) engaging in any acts which severely harm the physical or mental health of the ward;
(2) failing to perform the duties of guardian, or being unable to perform such duties but refusing to delegate all or part of the duties to others, thus placing the ward in a desperate situation; or
(3) engaging in other acts which severely infringe upon the lawful rights and interests of the ward.
The relevant individual and organization referred to in this Article include any other person legally qualified to be a guardian, the residents’ committee, the villagers’ committee, a school, a medical institution, the women’s federation, the disabled persons’ federation, a child protection organization, a legally established organization for senior people, the civil affairs department, and the like.
Where the aforementioned individual and organization other than the civil affairs department, as stated in the preceding paragraph, fail to request the people’s court to disqualify the guardian in a timely manner, the civil affairs department shall initiate such a request to the people’s court.
Article 37 A parent, child, or spouse legally obligated to pay for his ward’s support shall continue to perform such obligations after being disqualified as a guardian by the people’s court.
Article 38 Where a ward’s parent or child, who has been disqualified as a guardian by the people’s court for reasons other than having committed an intentional crime against the ward, and who has truly repented and mended his ways, applies to the people’s court for being reinstated, the people’s court may, upon considering the actual situation and upon the satisfaction of the prerequisite that the true will of the ward is respected, reinstate the guardian, and the guardianship between the ward and the guardian subsequently appointed by the people’s court after the disqualification of the original guardian shall thus be terminated simultaneously.
Article 39 A guardianship is terminated under any of the following circumstances:
(1) the ward has obtained or regained full capacity for performing civil juristic acts;
(2) the guardian has become incompetent to be a guardian;
(3) the ward or the guardian deceases; or
(4) Any other circumstance in which the people’s court determines to terminate the guardianship.
Where a ward is still in need of a guardian after the termination of the guardianship, a new guardian shall be appointed in accordance with law.
Section 3 Declaration of A Missing Person and Declaration of Death
Article 40 If a natural person’s whereabouts have been unknown for two years, an interested person may request the people’s court to declare the natural person as a missing person.
Article 41 The period of time during which a natural person’s whereabouts is unknown shall be counted from the date when the natural person has not been heard of ever since. If a person is missing during a war, the time of his whereabouts becoming unknown shall be counted from the date the war is ended or from the date as determined by the relevant authority.
Article 42 A missing person’s property shall be placed in the custody of his spouse, adult children, parents, or any other persons willing to take such custody.
Where a dispute arises over the custody of a missing person’s property, or the persons provided in the preceding paragraph are unavailable or incompetent for such a purpose, the property shall be placed in the custody of a person appointed by the people’s court.
Article 43 A custodian shall properly manage the missing person’s property and safeguard his proprietary interests.
The taxes, debts, and other due payment obligations owed by a missing person, if any, shall be paid by the custodian out of the missing person’s property.
A custodian who, intentionally or due to gross negligence, causes damage to the property of the missing person shall be liable for compensation.
Article 44 Where a custodian fails to perform his duties of custodian, infringes upon the proprietary rights or interests of the missing person, or if the custodian becomes incompetent to be a custodian, an interested person of the missing person may request the people’s court to replace the custodian.
A custodian may, with just cause, request the people’s court to appoint a new custodian to replace himself.
Where the people’s court appoints a new custodian, the new custodian is entitled to request the former custodian to deliver the relevant property and a property management report in a timely manner.
Article 45 Where a missing person reappears, the people’s court shall, upon request of the said person or an interested person thereof, revoke the declaration of his being missing.
A missing person who reappears is entitled to request the custodian to deliver the relevant property and a property management report in a timely manner.
Article 46 An interested person may request the people’s court to make a declaration of the death of a natural person under either of the following circumstances:
(1) the natural person’s whereabouts have been unknown for four years; or
(2) the natural person’s whereabouts have been unknown for two years as a result of an accident.
The two-year requirement for a natural person to be declared dead does not apply where the person’s whereabouts have been unknown as a result of an accident and if a relevant authority certifies that it is impossible for the said natural person to still be alive.
Article 47 Where an interested person requests the people’s court to declare the death of a natural person, while another interested person requests to declare the person being missing, the people’s court shall declare that the person is dead if the conditions for declaration of death as prescribed in this Code are satisfied.
Article 48 For a person declared dead, the date when the people’s court makes a judgment declaring his death is deemed as the date of his death; for a person declared dead because his whereabouts is unknown as a result of an accident, the date of the occurrence of the accident is deemed as the date of his death.
Article 49 The declaration of the death of a natural person who is still alive does not affect the effects of the civil juristic acts performed by the person during the period the death declaration is effective.
Article 50 Where a person declared dead reappears, the people’s court shall, upon request of the person or an interested person thereof, revoke the declaration of his death.
Article 51 The marital relationship with a person declared dead ceases to exist from the date the declaration of his death is made. Where the declaration of death is revoked, the aforementioned marital relationship shall be automatically resumed from the date the declaration of death is revoked, except where the spouse has married to someone else or states in writing to the marriage registration authority the unwillingness to resume the marriage.
Article 52 Where a child of a person declared dead has been legally adopted by others during the period when the declaration of death is effective, the person declared dead shall not, after the declaration of his death is revoked, claim that the adoption is invalid on the ground that his child is adopted without his consent.
Article 53 Where a declaration of the death of a person is revoked, the person is entitled to request those who have obtained his property under Book VI of this Code to return the property, or make appropriate compensation if the property cannot be returned.
Where an interested person conceals the true information and causes a natural person to be declared dead so as to obtain the latter’s property, the interested person shall, in addition to returning the wrongfully obtained property, make compensation for any loss thus caused.
Section 4 Individual-Run Industrial and Commercial Households and Rural-land Contractual Management Households
Article 54 A natural person who operates an industrial or commercial business may register it, in accordance with law, as an individual-run industrial and commercial household. An industrial and commercial household may have a trade name.
Article 55 Members of a rural economic collective who, in accordance with law, have been granted an original contract to operate a parcel of rural land and engages in the operation of the land on a household basis are rural-land contractual management households.
Article 56 The debts of an individual-run industrial and commercial household shall be paid from the assets of the individual who operates the business in his own name or from the individual’s family assets if the business is operated in the name of the household, or, if it is impossible to determine whether the business is operated in the name of the individual or in the name of the individual’s household, from the individual’s family assets.
The debts of a rural-land contractual management household shall be paid from the assets of the household that is engaged in the operation on the contracted rural land, or from the portion of the assets of the family members who actually engage in such operation.
Chapter III Legal Persons
Section 1 General Rules
Article 57 A legal person is an organization that has the capacity for enjoying civil-law rights and the capacity for performing civil juristic acts, and that independently enjoys civil-law rights and assumes civil-law obligations in accordance with law.
Article 58 A legal person shall be established in accordance with law.
A legal person shall have its own name, governance structure, domicile, and assets or funds. The specific conditions and procedures for the establishment of a legal person shall be in accordance with laws and administrative regulations.
Where there are laws or administrative regulations providing that the establishment of a legal person shall be subject to the approval of a relevant authority, such provisions shall be followed.
Article 59 A legal person’s capacity for enjoying civil-law rights and capacity for performing civil juristic acts are acquired when the legal person is established, and cease when the legal person is terminated.
Article 60 A legal person independently assumes civil liability to the extent of all of its assets.
Article 61 The person with the responsibility of representing a legal person in conducting civil activities in accordance with law or the legal person’s articles of association is the legal representative of the legal person.
The legal consequences of the civil activities conducted by the legal representative in the legal person’s name shall be assumed by the legal person.
Any restrictions on the legal representative’s power to represent the legal person which is stipulated in the articles of association or imposed by the governing body of the legal person shall not be asserted against a bona fide third person.
Article 62 Where a legal representative of a legal person causes damage to others while performing his responsibilities, the civil liability thus incurred shall be assumed by the legal person.
After assuming the aforementioned civil liability, the legal person has the right to indemnification, in accordance with law or its articles of association, against its legal representative who is at fault.
Article 63 The domicile of a legal person is the place where its principal administrative office is located. Where a legal person is required by law to be registered, the place of its principal administrative office shall be registered as its domicile.
Article 64 Where there is any change in any matter that has been registered during the term of existence of a legal person, the legal person shall apply to the registration authority for modification of its registration in accordance with law.
Article 65 The actual situation of a legal person, which is inconsistent with what is recorded upon registration, shall not be asserted against a bona fide third person.
Article 66 The registration authority shall, in accordance with law, post in a timely manner a public notice of the information recorded by a legal person upon registration.
Article 67 In case of a merger between or among legal persons, the rights and obligations of such legal persons shall be enjoyed and assumed by the surviving legal person.
In case of a division of a legal person, the rights and obligations of the legal person shall be enjoyed and assumed jointly and severally by the legal persons established after division, unless otherwise agreed by its creditors and debtors.
Article 68 If any of the following causes exists, a legal person is terminated after it has completed liquidation and de-registration in accordance with law:
(1) the legal person is dissolved;
(2) the legal person is declared bankrupt; or
(3) another cause as provided by law exists. Where there are laws or administrative regulations providing that the termination of a legal person shall be subject to the approval of the relevant authority, such provisions shall be followed.
Article 69 A legal person is dissolved under any of the following circumstances:
Article 69 A legal person is dissolved under any of the following circumstances:
(1) the term stipulated in its articles of association expires, or any other cause for dissolution as is stipulated in the articles of association exists;
(2) the governing body of the legal person makes a resolution to dissolve the legal person;
(3) the legal person has to be dissolved because of a merger or division;
(4) the legal person’s business license or registration certificate is legally withdrawn, or the legal person has received an order of closure or been dissolved; or
(5) another circumstance as provided by law exists.
Article 70 Where a legal person is dissolved for reasons other than a merger or division, a liquidation committee shall be formed in a timely manner by the persons with the duty of liquidation to liquidate the legal person.
Unless otherwise provided by laws or administrative regulations, members of the legal person’s executive or decision-making body such as the directors or councilors, are the persons with the duty to liquidate the legal person.
The persons with the duty to liquidate the legal person who fail to perform their duties in time and cause damage to others shall bear civil liability; the competent authority or an interested person may request the people’s court to appoint the relevant persons to form a liquidation committee to liquidate the legal person.
Article 71 The procedure for liquidating a legal person and the authorities of a liquidation committee shall be in compliance with the provisions of relevant laws; in the absence of such a provision, the relevant rules provided in corporate laws shall be applied mutatis mutandis.
Article 72 During the period of liquidation, a legal person continues to exist but may not engage in any activity unrelated to the liquidation.
Unless otherwise provided by law, upon completion of liquidation, any residual assets of a liquidated legal person shall be distributed in accordance with its articles of association or the resolution made by its governing body.
A legal person is terminated after liquidation and de-registration is completed; a legal person that is not required by law to be registered ceases to exist upon completion of the liquidation.
Article 73 A legal person declared bankrupt is terminated upon completion of the bankruptcy liquidation and de-registration in accordance with law.
Article 74 A legal person may establish branches in accordance with law. Where there are laws or administrative regulations providing that such a branch shall be registered, such provisions shall be followed.
Where a branch of a legal person engages in civil activities in its own name, the civil liability thus incurred shall be assumed by the legal person; the civil liability may be paid first from the assets managed by the branch, and any deficiency shall be satisfied by the legal person.
Article 75 The legal consequences of the civil activities conducted by an incorporator for the purpose of establishing a legal person shall be assumed by the legal person; or, in the event that no legal person is successfully established, by the incorporator, or the incorporators jointly and severally if there are two or more of them.
Where an incorporator engages in civil activities in his own name for the purpose of establishing a legal person and thus incurs civil liability, a third person creditor may elect to request either the legal person or the incorporator to bear the liability.
Section 2 For-profit Legal Persons
Article 76 A for-profit legal person is a legal person established for the purpose of making profits and distributing the profits among its shareholders and other capital contributors.
For-profit legal persons include limited liability companies, join stock companies limited by shares, and other enterprises that have the legal person status.
Article 77 A for-profit legal person is established upon registration in accordance with law.
Article 78 The registration authority shall issue a business license to a legally established for-profit legal person. The date of issuance of the business license is the date of establishment of the for-profit legal person.
Article 79 To establish a for-profit legal person, there shall be articles of association formulated in accordance with law.
Article 80 A for-profit legal person shall establish a governing body.
The governing body has the authority to revise the articles of association of the legal person, elect or replace members of the executive or supervisory body, and perform other responsibilities stipulated in the articles of association.
Article 81 A for-profit legal person shall establish an executive body.
The executive body has the authority to convene meetings of the governing body, decide on business and investment plans, establish internal management structure, and perform other responsibilities stipulated in the articles of association of the legal person.
Where the executive body of a legal person is the board of directors or the executive director, the legal representative shall be the chairman of the board of directors, the executive director, or the manager, as is stipulated in the articles of association. Where there is no board of directors or executive director established, the person with principal responsibilities as stipulated in the articles of association shall be the executive body and the legal representative of the legal person.
Article 82 Where a for -profit legal person establishes a supervisory body such as a board of supervisors or a supervisor, the supervisory body has, in accordance with law, the authority to inspect the financial matters of the legal person, supervise the performance of duty by the members of the executive body and the senior management officers of the legal person, and perform other responsibilities stipulated in the articles of association.
Article 83 A capital contributor of a for-profit legal person shall not abuse his rights as such to harm the interests of the legal person or any other capital contributor. A capital contributor abusing such rights and causing harm to the legal person or any other capital contributor shall bear civil liability in accordance with law.
A capital contributor of a for-profit legal person shall not abuse the legal person’s independent status and his own limited liability status to harm the interests of the legal person’s creditors. A capital contributor abusing the legal person’s independent status or its own limited liability status to evade repayment of debts and thus severely harming the interests of the legal person’s creditors shall be jointly and severally liable for the legal person’s obligations.
Article 84 The controlling capital contributors, actual controllers, directors, supervisors, and senior management officers of a for-profit legal person shall not harm the legal person’s interests by taking advantage of any affiliated relations, and shall compensate for any loss thus caused to the legal person.
Article 85 A capital contributor of a for-profit legal person may request the people’s court to revoke a resolution which is made at a meeting of the governing body or executive body of the legal person if the procedure for convening the meeting or the voting method thereof is in violation of the laws, administrative regulations, or the legal person’s articles of association, or, if the content of the resolution violates the articles of association, provided that any civil juristic relationship already formed between the legal person and a bona fide third person based on such a resolution shall not be affected.
Article 86 A for-profit legal person shall, when engaging in operational activities, observe commercial ethics, maintain the security of transactions, subject itself to the supervision of the government and the public, and assume social responsibilities.
Section 3 Non-profit Legal Persons
Article 87 A non-profit legal person is a legal person established for public welfare or other non-profit purposes which shall not distribute any profit to its capital contributors, incorporators, or members.
Non-profit legal persons include public institutions, social organizations, foundations, social service institutions, and the like.
Article 88 A public institution established for the purpose of providing public services to meet the needs for economic and social development attains the status of a public-institution legal person if it satisfies the requirements for being a legal person and is legally registered as such; where the law does not require such a public institution to be registered, it attains the status of a public-institution legal person from the date of its establishment.
Article 89 Where a public-institution legal person establishes a council, the council is its decision-making body unless otherwise provided by law. The legal representative of a public-institution legal person is elected in accordance with the provisions of laws, administrative regulations, or the legal person’s articles of association.
Article 90 A social organization established upon the common will of its members for a non-profit purpose, such as public welfare or the common interest of all members, attains the status of a social-organization legal person if it satisfies the requirements for being a legal person and is legally registered as such. Where the law does not require such a social organization to be registered, it attains the status of a social-organization legal person from the date of its establishment.
Article 91 To establish a social-organization legal person, there shall be articles of association formulated in accordance with law.
A social-organization legal person shall establish a governing body such as a members’ assembly or a meeting of the members’ representatives.
A social -organization legal person shall establish an executive body such as a council. The chairman of the council, the president, or an individual with similar responsibilities shall, in accordance with the articles of association, act as the legal representative of the legal person.
Article 92 A foundation or a social service institution established with donated property for the purpose of public welfare attains the status of an endowed legal person if it meets the requirements for being a legal person and is legally registered as such.
A site legally established to hold religious activities may be registered as a legal person and attains the status of an endowed legal person if it meets the requirements for being a legal person. Where there are laws or administrative regulations providing for the religious sites, such provisions shall be followed.
Article 93 To establish an endowed legal person, there shall be articles of association formulated in accordance with law.
An endowed legal person shall establish a decision-making body such as a council or any other form of democratic management body, and an executive body. The chairman of the council or an individual with similar responsibilities shall, in accordance with the articles of association, act as the legal representative of the legal person.
An endowed legal person shall establish a supervisory body such as a board of supervisors.
Article 94 A donor has the right to inquire into and provide comments and suggestions on the expenditure and management of the property he has donated to an endowed legal person, and the endowed legal person shall respond honestly and in a timely manner.
Where a decision is made by the decision-making body, executive body, or the legal representative of an endowed legal person, if the decision-making procedure is in violation of the laws, administrative regulations, or the legal person’s articles of association, or, if the content of the decision violates the articles of association, a donor or any other interested person, or the competent authority may request the people’s court to revoke the decision, provided that any civil juristic relationship already formed between the endowed legal person and a bona fide third person based on such a decision shall not be affected.
Article 95 When a non-profit legal person established for the purpose of public welfare terminates, it shall not distribute the residual assets among its capital contributors, incorporators, or members. The residual assets shall continue to be used for the purpose of public welfare, as is stipulated in the articles of association or the resolution made by the governing body; where it is not possible to dispose of such residual assets in accordance with the articles of association or the resolution made by the governing body, the competent authority shall take the charge transferring the assets to another legal person with the same or similar purposes and then make a public notice.
Section 4 Special Legal Persons
Article 96 For the purposes of this Section, State-organ legal persons, rural economic collective legal persons, urban and rural cooperative economic organization legal persons, and primary-level self-governing organization legal persons are special types of legal persons.
Article 97 A State organ with independent budgets or a legally chartered institution assuming administrative functions is qualified as a State-organ legal person from the date of its establishment and may engage in civil activities that are necessary for the performance of its responsibilities.
Article 98 A State-organ legal person terminates when the State organ is closed, and its civil-law rights and obligations are enjoyed and assumed by the succeeding State-organ legal person; in the absence of a succeeding State organ, the said rights and obligations shall be enjoyed and assumed by the State-organ legal person that has made the decision to close it.
Article 99 A rural economic collective attains the status of a legal person in accordance with law.
Where there are laws or administrative regulations providing for rural economic collectives, such provisions shall be followed.
Article 100 An urban or rural economic cooperative attains the status of a legal person in accordance with law.
Where there are laws or administrative regulations providing for urban and rural economic cooperatives, such provisions shall be followed.
Article 101 An urban residents’ committee or a villagers’ committee, as a primary-level self-governing organization, attains the status of a legal person, and may engage in civil activities necessary for the performance of their responsibilities.
Where there is no village economic collective established, the villagers’ committee may, in accordance with law, perform the responsibilities of a village economic collective.
Chapter IV Unincorporated Organizations
Article 102 An unincorporated organization is an organization which does not have the legal person status but may engage in civil activities in its own name in accordance with law.
Unincorporated organizations include sole proprietorships, partnerships, professional service institutions that do not have the legal person status, and the like.
Article 103 Unincorporated organizations shall be registered in accordance with law.
Where laws or administrative regulations provide that establishment of an unincorporated organization shall be subject to approval by the relevant authority, such provisions shall be followed.
Article 104 Where an unincorporated organization becomes insolvent, its capital contributors or promotors shall assume unlimited liability for the debts of the organization, unless otherwise provided by law.
Article 105 An unincorporated organization may designate one or more members to represent the organization to engage in civil activities.
Article 106 An unincorporated organization shall be dissolved under any of the following circumstances:
(1) where the term stipulated in its articles of association expires or any other cause for dissolution as is stipulated in the articles of association exists;
(2) where its capital contributors or promotors decide to dissolve it; or
(3) where dissolution is required under any other circumstances as provided by law.
Article 107 Upon dissolution, an unincorporated organization shall be liquidated in accordance with law.
Article 108 In addition to the provisions in this Chapter, the provisions in Section 1 of Chapter III of this Book shall be applied to unincorporated organizations mutatis mutandis.
Chapter V Civil-law Rights
Article 109 The personal liberty and dignity of a natural person is protected by law.
Article 110 A natural person enjoys the right to life, the right to corporeal integrity, the right to health, the right to name, the right to likeness, the right to reputation, the right to honor, the right to privacy, and the right to freedom of marriage.
A legal person or an unincorporated organization enjoys the right to entity name, the right to reputation, and the right to honor.
Article 111 A natural person’s personal information is protected by law. Any organization or individual that needs to access other’s personal information must do so in accordance with law and guarantee the safety of such information, and may not illegally collect, use, process, or transmit other’s personal information, or illegally trade, provide, or publicize such information.
Article 112 The personal rights of a natural person arising from a marital or familial relationship are protected by law.
Article 113 The proprietary rights of the persons of the civil law are equally protected by law.
Article 114 Persons of the civil law enjoy real rights in accordance with law.
Real rights are the rights to directly and exclusively control a specific thing by the right holder in accordance with law, which consists of the ownership, right to usufruct, and security interests in the property.
Article 115 Property consists of immovable and movable property. Where the law provides that a right shall be treated as property over which a real right lies, such provisions shall be followed.
Article 116 The categories and content of the real rights are provided by law.
Article 117 Where, for the purpose of public interests, an immovable or movable property is expropriated or requisitioned according to the scope of authority and the procedure provided by law, fair and reasonable compensation shall be paid.
Article 118 Persons of the civil law have rights in personam in accordance with law.
A right in personam is the right of an obligee to request a specific obligor to do or not to do a certain act, as arising from a contract, a tortious act, a negotiorum gestio, or unjust enrichment, or otherwise arising by operation of law.
Article 119 A contract formed in accordance with law is legally binding on the parties to the contract.
Article 120 Where a person’s civil-law rights and interests are infringed upon due to a tortious act, the person is entitled to request the tortfeasor to bear tort liability.
Article 121 A person who, without a statutory or contractual obligation, engages in management activities to prevent another person from suffering loss of interests, is entitled to request the said other person who receives benefit therefrom to reimburse the necessary expenses thus incurred.
Article 122 Where a person obtains unjust interests at the expense of another person’s loss without a legal cause, the person thus harmed is entitled to request the enriched person to make restitution.
Article 123 The persons of the civil law enjoy intellectual property rights in accordance with law.
Intellectual property rights are the exclusive rights enjoyed by the right holders in accordance with law over the following subject matters:
(1)works;
(2)inventions, new utility models, or designs;
(3)trademarks;
(4)geographical indications;
(5)trade secrets;
(6)layout designs of integrated circuits;
(7)new plant varieties; and
(8)the other subject matters as provided by law.
Article 124 A natural person has the right to succession in accordance with law.
Private property lawfully owned by a natural person may be transferred through inheritance in accordance with law.
Article 125 The persons of the civil law enjoy shareholder rights and other investor rights in accordance with law.
Article 126 The persons of the civil law enjoy other civil-law rights and interests as provided by law.
Article 127 Where there are laws particularly providing for the protection of data and online virtual assets, such provisions shall be followed.
Article 128 Where there are laws particularly providing for the protection of the civil-law rights of the minors, the elderly, the disabled, women, or the consumers, such provisions shall be followed.
Article 129 Civil-law rights may be acquired through the performance of a civil juristic act, the occurrence of an act de facto, the occurrence of an event as prescribed by law, or by other means provided by law.
Article 130 The persons of the civil law enjoy their civil-law rights according to their own will and in accordance with law free from any interference.
Article 131 While exercising civil-law rights, the persons of the civil law shall perform their obligations which are provided by law and agreed with the other parties.
Article 132 No person of the civil law shall abuse his civil-law rights and harm the interests of the state, the public interests, or the lawful rights and interests of others.
Chapter VI Civil Juristic Acts
Section 1 General Rules
Article 133 A civil juristic act is an act through which a person of the civil law, by expression of intent, creates, alters, or terminates a civil juristic relationship.
Article 134 A civil juristic act may be accomplished through unanimous consent of two or more parties, or through one party’s unilateral expression of intent.
Where a legal person or an unincorporated organization makes a resolution in accordance with the procedure and voting method provided by law or stipulated in its articles of association, such a resolution is accomplished as a civil juristic act.
Article 135 A civil juristic act may be done in writing, orally, or in any other form; where a specific form is required by laws or administrative regulations, or agreed by the parties, it shall be done in such a form.
Article 136 Unless otherwise provided by law or agreed by the parties, a civil juristic act takes effect at the time it is accomplished.
A person that performs a civil juristic act may not change or revoke the act without authorization, unless doing so is in compliance with law or as consented to by the other party.
Section 2 Expression of Intent
Article 137 An expression of intent made in a real-time communication becomes effective from the time the person to whom the intent is expressed is aware of its content.
An expression of intent made in a form other than a real-time communication becomes effective from the time it reaches the person to whom the intent is expressed. Where such an expression of intent is made through an electronic data message and the person to whom the intent is expressed has designated a specific data-receiving system, it becomes effective from the time such a data message enters that system; where no data-receiving system is specifically designated, it becomes effective from the time the person to whom the intent is expressed knows or should have known that the data message has entered the system. Where the parties have agreed otherwise on the effective time of the expression of intent made in the form of an electronic data message, such an agreement shall prevail.
Article 138 Where an expression of intent is not made to any specific person, it becomes effective when the expression is completed, unless otherwise provided by law.
Article 139 An expression of intent made through public notice becomes effective upon the time the public notice is posted.
Article 140 A person performing a civil juristic act may make an expression of intent either expressly or implicitly.
Silence is deemed as an expression of intent only when it is so provided by law, agreed by the parties, or accords with the course of dealing between the parties.
Article 141 A person performing a civil juristic act may withdraw an expression of intent. The notice of withdrawal of the expression of intent shall reach the counterparty prior to or at the same time with the counterparty’s receipt of the expression of intent.
Article 142 Where an expression of intent is made to another person, the meaning of the expression shall be interpreted according to the words and sentences used, with reference to the relevant terms, the nature and purpose of the civil juristic act, the custom, and the principle of good faith.
Where an expression of intent is not made to any specific person, the true intent of the person performing a civil juristic act shall not be interpreted solely on the words and sentences used, but along with the relevant terms, the nature and purpose of the civil juristic act, custom, and the principle of good faith.
Section 3 Effect of a Civil Juristic Act
Article 143 A civil juristic act is valid if the following conditions are satisfied:
(1) the person performing the act has the required capacity for performing civil juristic acts;
(2) the intent expressed by the person is true; and
(3) the act does not violate any mandatory provisions of laws or administrative regulations, nor offend public order or good morals.
Article 144 A civil juristic act performed by a person who has no capacity for performing civil juristic acts is void.
Article 145 A civil juristic act, performed by a person with limited capacity for performing civil juristic acts that is purely beneficial to the person or is appropriate to the age, intelligence, or mental status of the person is valid; any other civil juristic act performed by such a person is valid if a consent or ratification is obtained from his legal representative.
A third person involved in the act performed by a person with limited capacity for performing civil juristic acts may request the legal representative of the latter to ratify the act within 30 days from receipt of the notification. Inaction of the legal representative is deemed as refusal of ratification. Before such an act is ratified, a bona fide third person is entitled to revoke the act. The Revocation shall be made by notice.
Article 146 A civil juristic act performed by a person and another person based on a false expression of intent is void.
Where an expression of intent deliberately conceals a civil juristic act, the validity of the concealed act shall be determined in accordance with the relevant laws.
Article 147 Where a civil juristic act is performed based on serious misunderstanding, the person who performs the act has the right to request the people’s court or an arbitration institution to revoke the act.
Article 148 Where a party by fraudulent means induces the other party to perform a civil juristic act against the latter’s true intention, the defrauded party has the right to request the people’s court or an arbitration institution to revoke the act.
Article 149 Where a party knows or should have known that a civil juristic act performed by the other party is based on a third person’s fraudulent act and is against the other party’s true intention, the defrauded party has the right to request the people’s court or an arbitration institution to revoke the civil juristic act.
Article 150 Where a party performs a civil juristic act against its true intention owing to duress of the other party or a third person, the coerced party has the right to request the people’s court or an arbitration institution to revoke the civil juristic act.
Article 151 In situations such as where one party takes advantage of the other party that is in a desperate situation or lacks the ability of making judgment, and as a result the civil juristic act thus performed is obviously unfair, the damaged party is entitled to request the people’s court or an arbitration institution to revoke the act.
Article 152 A party’s right to revoke a civil juristic act is extinguished under any of the following circumstances:
(1) the party has failed to exercise the right to revocation within one year from the date when it knows or should have known of the cause for revocation, or within 90 days from the date when the party who has performed the act with serious misunderstanding knows or should have known of the cause for revocation;
(2) the party acting under duress has failed to exercise the right to revocation within one year from the date when the duress ceases; or
(3) the party who becomes aware of the cause for revocation waives the right to revocation expressly or through its own conduct.
The right to revocation is extinguished if the party fails to exercise it within five years from the date when the civil juristic act has been performed.
Article 153 A civil juristic act in violation of the mandatory provisions of laws or administrative regulations is void, unless such mandatory provisions do not lead to invalidity of such a civil juristic act.
A civil juristic act that offends the public order or good morals is void.
Article 154 A civil juristic act is void if it is conducted through malicious collusion between a person who performs the act and a counterparty thereof and thus harms the lawful rights and interests of another person.
Article 155 A void or revoked civil juristic act does not have any legal force ab initio.
Article 156 If invalidation of a part of a civil juristic act does not affect the validity of the other part, the other part of the act remains valid.
Article 157 Where a civil juristic act is void, revoked, or is determined to have no legal effect, the property thus obtained by a person as a result of the act shall be returned, or compensation be made based on the appraised value of the property if it is impossible or unnecessary to return the property. Unless otherwise provided by law, the loss thus incurred upon the other party shall be compensated by the party at fault, or, if both parties are at fault, by the parties proportionally.
Section 4 A Civil Juristic Act Subject to a Condition or a Term
Article 158 A condition may be attached to a civil juristic act unless the nature of the act denies such an attachment. A civil juristic act subject to a condition precedent becomes effective when the condition is fulfilled. A civil juristic act subject to a condition subsequent becomes invalid when the condition is fulfilled.
Article 159 Where a condition is attached to a civil juristic act, if a party, for the sake of its own interests, improperly obstructs the fulfillment of the condition, the condition is deemed as having been fulfilled; if a party improperly facilitates the fulfillment of the condition, the condition is deemed as not having been fulfilled.
Article 160 A term may be attached to a civil juristic act, unless the nature of such act denies such an attachment. A civil juristic act subject to a term of effectiveness becomes effective when the term begins. A civil juristic act subject to a term of termination becomes ineffective upon expiration of the term.
Chapter VII Agency
Section 1 General Rules
Article 161 A person of the civil law may perform a civil juristic act through his agent.
A civil juristic act shall not be performed through an agent if the act must be performed by the principal himself in accordance with law, as agreed by the parties, or based on the nature of the act.
Article 162 A civil juristic act performed by an agent in the principal’s name within the scope of authority is binding on the principal.
Article 163 Agency consists of agency by agreement and agency by operation of law.
An agent under agreement shall act in accordance with the principal’s authorization. An agent by operation of law shall act in accordance with law.
Article 164 An agent who fails to perform or fully perform his duty and thus causes harm to the principal shall bear civil liability.
Where an agent maliciously collides with a third person, thus harming the lawful rights and interests of the principal, the agent and the third person shall bear joint and several liability.
Section 2 Agency by Agreement
Article 165 In an agency by agreement, if authority is conferred in writing, it shall clearly state in the letter of authorization the name of the agent, the authorized matters, as well as the scope and duration of the authority, and it shall be signed or sealed by the principal.
Article 166 Where two or more agents are authorized to deal with the same matter for the principal, the agents shall collectively exercise the authority unless otherwise agreed by the parties.
Article 167 Where an agent knows or should have known that doing the authorized matter is in violation of law but still acts as authorized, or, if a principal knows or should have known that an act of the agent is in violation of law but raises no objection thereto, the principal and the agent shall bear joint and several liability.
Article 168 An agent shall not, in the principal’s name, perform a civil juristic act with himself, unless it is consented to or ratified by the principal.
An agent who has been designated by two or more principals shall not in the name of one principal perform a civil juristic act with another principal whom he concurrently represents, unless it is consented to or ratified by both principals.
Article 169 Where an agent needs to re-delegate his authority to a third person, he shall obtain consent or ratification from the principal.
If the re-delegation of authority to a third person is consented to or ratified by the principal, the principal may directly instruct the third person to do the authorized task, and the agent shall be liable only for the selection of such a third person and the instructions given to the third person by the agent himself.
If re-delegation of authority to a third person is not consented to or ratified by the principal, the agent shall be liable for the acts performed by the third person, unless the agent re-delegates his authority to a third person in an emergency situation in order to protect the interests of the principal.
Article 170 A civil juristic act performed by a person for fulfilling his responsibilities assigned by a legal person or an unincorporated organization, within the scope of authority and in the name of the legal person or the unincorporated organization, is binding on the legal person or unincorporated organization.
Restrictions imposed by a legal person or an unincorporated organization on the scope of authority of a person who performs the responsibilities assigned by the legal person or unincorporated organization are not effective against a bona fide third person.
Article 171 An act performed by a person without authority, beyond the authority, or after the authority is terminated is not effective against the principal who has not ratified it.
A counterparty may urge the principal to ratify such an act within 30 days after receipt of the notification. Inaction of the principal is deemed as a refusal of ratification. Before such an act is ratified, a bona fide counterparty has the right to revoke the act. Revocation shall be made by notice.
Where the aforementioned act is not ratified, a bona fide counterparty has the right to request the person who has performed the act to fulfill the obligations or compensate for the loss thus incurred, provided that the amount of compensation shall not exceed the amount of benefit the counterparty would have received had the principal ratified the act.
Where a counterparty knows or should have known that the person performing the act has no authority, the counterparty and the said person shall bear the liability in proportion to their fault.
Article 172 An act performed by a person without authority, beyond the authority, or after the authority is terminated is effective if the counterparty has reasons to believe that the said person has authority.
Section 3 Termination of Agency
Article 173 An agency by agreement is terminated under any of the following circumstances:
(1) the term of agency expires or the authorized tasks have been completed;
(2) the principal revokes the agency or the agent resigns;
(3) the agent loses his capacity for performing civil juristic acts;
(4) the agent or the principal deceases; or
(5) the legal person or unincorporated organization who is the agent or the principal is terminated.
Article 174 An act performed by an agent under agreement after the principal deceases remains valid under any of the following circumstances:
(1) the agent does not know or should not have known of the death of the principal;
(2) the act is ratified by the heirs of the principal;
(3) it is clearly stated in the letter of authorization that the agency ceases only upon completion of the authorized tasks; or
(4) the agent has started the act before the principal deceases and continues to act in the interests of the heirs of the principal.
The preceding paragraph shall be applied mutatis mutandis where the principal who is a legal person or an unincorporated organization is terminated.
Article 175 An agency by operation of law is terminated under any of the following circumstances:
(1) the principal obtains or regains full capacity for performing civil juristic acts;
(2) the agent loses the capacity for performing civil juristic acts;
(3) the agent or the principal deceases; or
(4) any other circumstance as provided by law exists.
Chapter VIII Civil Liability
Article 176 The persons of the civil law shall perform civil-law obligations and bear civil liability in accordance with law or the agreement of the parties.
Article 177 Where two or more persons assume shared liability in accordance with law, each person shall bear the liability in proportion to their respective share of fault if such share can be determined, or in equal share if such share cannot be determined.
Article 178 Where two or more persons assume joint and several liability in accordance with law, the right holder has the right to request some or all of them to bear the liability.
The persons subjected to joint and several liability shall each bear the liability in proportion to their respective share of fault, or in equal share if such share cannot be determined. A person who has assumed the liability more than his share of fault has the right to contribution against the other person(s) subjected to the joint and several liability.
Joint and several liability shall be either imposed by law or stipulated in the agreement of the parties.
Article 179 The main forms of civil liability include:
(1) cessation of the infringement;
(2) removal of the nuisance;
(3) elimination of the danger;
(4) restitution;
(5) restoration;
(6) repair, redoing or replacement;
(7) continuance of performance;
(8) compensation for losses;
(9) payment of liquidated damages;
(10) elimination of adverse effects and rehabilitation of reputation; and
(11) extension of apologies.
Where punitive damages are provided by law, such provisions shall be followed.
The forms of civil liability provided in this Article may be applied separately or concurrently.
Article 180 A person who is unable to perform his civil-law obligations due to force majeure bears no civil liability, unless otherwise provided by law.
“Force majeure” means objective conditions which are unforeseeable, unavoidable, and insurmountable.
Article 181 A person who causes harm to the tortfeasor out of a justifiable defense bears no civil liability.
A person who, when acting out of justifiable defense, exceeds the necessary limit and thus causes undue harm to the tortfeasor shall bear appropriate civil liability.
Article 182 Where a person, when seeking to avoid a peril in response to an emergency, causes harm to others, the person who creates the peril shall bear civil liability.
Where the peril is caused by natural forces, the person who causes harm to others by seeking to avoid the peril bears no civil liability, provided that he may make appropriate compensation.
Where the measures adopted by a person seeking to avoid a peril in response to an emergency are improper or exceed the necessary limit and thus cause undue harm to others, the person shall bear appropriate civil liability.
Article 183 Where a party is injured for protecting the civil-law rights and interests of another person, the tortfeasor shall bear civil liability, and the beneficiary may make appropriate compensation to the injured person. In the absence of a tortfeasor, or if the tortfeasor flees or is incapable of assuming civil liability, upon request of the injured person, the beneficiary shall make appropriate compensation.
Article 184 A person who voluntarily engages in rescuing another person in an emergency situation and thus causes harm to the latter person bears no civil liability.
Article 185 A person who infringes upon the name, likeness, reputation, or honor of a hero or a martyr and thus harms the social public interests shall bear civil liability.
Article 186 Where a party’s breach of contract causes harm to the other party’s personal or proprietary rights and interests, the latter party may elect to request the former to bear liability either for breach of contract or for commission of tort.
Article 187 Where a person of the civil law has to concurrently bear civil, administrative, and criminal liabilities as a result of the same act performed by him, the assumption of administrative or criminal liabilities by the person shall not affect the civil liability he should bear. If the assets of the person are insufficient to pay for all the liabilities, the civil liability shall be paid first.
Chapter IX Limitation of Action
Article 188 The limitation period for a person to request the people’s court to protect his civil-law rights is three years, unless otherwise provided by law.
Unless otherwise provided by law, the limitation period begins from the date when the right holder knows or should have known that his right has been harmed and that who is the obligor. However, no protection to a right is to be granted by the people’s court if 20 years have lapsed since the date when the injury occurs, except that the people’s court may, upon request of the right holder, extend the limitation period under special circumstances.
Article 189 Where the parties agree on payment of a debt by installment, the limitation period begins from the date when the last installment is due.
Article 190 The limitation period for a person with no or limited capacity for performing civil juristic acts to bring a claim against his legal representative begins from the date when the agency by operation of law is terminated.
Article 191 The limitation period for a minor to bring a sexual molestation claim against the offender begins from the date when the minor reaches the age of 18.
Article 192 Expiration of the limitation period may be used by an obligor as a defense against a claim of non-performance.
An obligor who agrees to perform a prior obligation after the limitation period expires may not later on use the expiration of the limitation period as a defense, and an obligor who has voluntarily performed such a prior obligation may not later on demand for restitution.
Article 193 The people’s court shall not apply the provisions on limitation periods on its own initiative.
Article 194 The limitation period is suspended if, within the last six months of the limitation period, a right holder is unable to exercise the right to claim owing to the existence of one of the following obstacles:
(1) where there is force majeure;
(2) where the right holder with no or limited capacity for performing civil juristic acts has no legal representative, or his legal representative deceases or loses the capacity for performing civil juristic acts or the right to representation;
(3) where no heir or administrator of estate has been determined after the opening of succession;
(4) where the right holder is controlled by the obligor or another person; or
(5) where there are other obstacles that cause the right holder unable to exercise the right to claim.
The limitation period shall expire six months after the date when the cause for suspension is removed.
Article 195 A limitation period is interrupted under any of the following circumstances, and the limitation period shall run anew from the time of interruption or the time when the relevant proceeding is completed:
(1) the right holder requests the obligor to perform the obligation;
(2) the obligor agrees to perform the obligation;
(3) the right holder initiates a lawsuit or arbitration proceeding against the obligor; or
(4) there exists any other circumstance that has the same effect as initiating a lawsuit or arbitration proceeding by the right holder.
Article 196 The limitation period does not apply to the following rights to claim:
(1) a claim for cessation of the infringement, removal of the nuisance, or elimination of the danger;
(2) a claim for return of property of a person who has a real right in an immovable or a registered movable property;
(3) a claim for payment of child support or support for other family members; or
(4) any other claims to which the limitation period is not applicable in accordance with law.
Article 197 The time period, counting methods, and the grounds for suspension and interruption of the limitation period are provided by law, and any arrangement otherwise agreed by the parties is void.
An anticipatory waiver of one’s interests in the limitation period made by the parties is void.
Article 198 Any provisions of law regulating the limitation period for arbitration shall be followed; in the absence of such provisions, the provisions on limitation period for litigation provided herein shall be applied mutatis mutandis.
Article 199 The time period within which a right holder may exercise certain rights, such as the right to revocation and the right to rescission, which are provided by law or agreed by the parties shall begin, unless otherwise provided by law, from the date when the right holder knows or should have known that he has such a right, and the provisions on the suspension, interruption, or extension of the limitation period shall not be applicable. Upon expiration of the time period, the right to revocation, the right to rescission, and the like rights are extinguished.
Chapter X Counting of Periods of Time
Article 200 Time periods referred to in the civil law are counted by year, month, day, and hour according to the Gregorian calendar.
Article 201 Where a time period is counted by year, month, and day, the day on which the time period begins shall not be counted in and the period runs from the following day.
Where a time period is counted by hour, the period begins to run from the hour as provided by law or agreed by the parties.
Article 202 Where a time period is counted by year and month, the corresponding date of the due month is the last day of the time period; in the absence of such a corresponding date, the last day of that month is the last day of the time period.
Article 203 Where the last day of a time period falls on a legal holiday, the day after the holiday is deemed as the last day of the period.
The last day shall end at 24:00 hours; where a business hour is applied, the last day shall end at the time the business is closed.
Article 204 The counting of a time period shall be governed by the provisions of this Code, unless otherwise provided by law or agreed by the parties.