Civil Code: Legal Entity - General Rules
Civil Code: Legal Entity - General Rules
THE CIVIL CODE OF THE PEOPLE'S REPUBLIC OF CHINA
TITLE ONE GENERAL PROVISIONS
Chapter III Legal Entity
Section 1 General Rules
Article 57 Legal entity means any entity which has the capacities for civil rights and acts and is entitled to civil rights and undertakes civil obligations according to law independently.
Article 58 A legal entity shall be established according to law.
A legal entity shall have its own name, organizational structure, domicile, property, or capital. The conditions and procedures for establishing a legal entity shall be subject to the applicable provisions of laws and administrative regulations.
The establishment of a legal entity shall be approved by the competent authority if required by laws and administrative regulations.
Article 59 A legal entity's capacities for civil rights and acts shall be created upon its establishment and extinguished upon its termination.
Article 60 A legal entity shall assume its civil liability independently with all its properties.
Article 61 The legal representative of a legal entity shall be the person in charge who engages in civil activities on behalf of the legal entity according to law or its articles of association.
A legal entity shall be responsible for the legal consequences of the civil activities performed by its legal representative in the name of the legal entity.
No restriction imposed on the representational function of the legal representative by the legal entity's articles of association or governing body may be pleaded as a defense against any bona fide counterparty.
Article 62 In case of damage to or loss of any person due to the performance of duties by the legal representative of a legal entity, the legal entity shall be held civilly liable.
Upon the assumption of the civil liability, the legal entity shall be entitled to recovery from its legal representative according to law or its articles of association if the legal representative was at fault.
Article 63 The domicile of a legal entity shall be the address of its principal office. Where a legal entity is required by law to be registered, the address of its principal office shall be registered as its domicile.
Article 64 In case of any change in its registered information during the operational period of a legal entity, an application for alteration shall be submitted to the competent registration authority according to law.
Article 65 No difference between the actual and registered information of a legal entity may be pleaded as a defense against any bona fide counterparty.
Article 66 The registration authority shall make the registered information of legal entities available to the general public in a timely manner according to law.
Article 67 In case of merger or consolidation of a legal entity, its rights and obligations shall become the rights and obligations of the newly created or surviving legal entity.
In case of division of a legal entity, the newly created legal entities shall be jointly and severally entitled to the claims and liable for the debts of the legal entity before division unless otherwise agreed by the obligee and the obligor.
Article 68 A legal entity shall be terminated upon the completion of its liquidation and deregistration according to law if:
(1) it is dissolved;
(2) it is declared bankrupt; or
(3) it is terminated for any other cause specified by law.
The termination of a legal entity shall be approved by the competent authority if required by laws and administrative regulations.
Article 69 A legal entity shall be dissolved:
(1) upon the expiration of its operational period or the occurrence of any other cause for its dissolution under its articles of association;
(2) as resolved by its governing body;
(3) where necessary due to its merger, consolidation, or division;
(4) in case of revocation of its business license or registration certificate according to law, its closedown as ordered, or its cancellation; or
(5) in case of any other event specified by law.
Robert Zhang 
Steve Li 