Civil Code: Legal Entity - For-profit Legal Entity
Civil Code: Legal Entity - For-profit Legal Entity
(These clauses are selected from The Civil Code of the People’s Republic of China translated and authored by Steve Li and Robert Zhang, international arbitration lawyers registered in Shanghai, China, and published by Kindle Unlimited. No reproduction is allowed unless authorized by the authors.)
Article 76 For-profit legal entity means any legal entity established for the purpose of making profits and distributing them to its shareholders and other contributors.
For-profit legal entities include but are not limited to limited liability companies, joint-stock companies, and other companies as legal entities.
Article 77 A for-profit legal entity shall be registered and established according to law.
Article 78 The registration authority shall issue a business license to a for-profit legal entity established according to law. The date of the issuance of its business license shall be the date of the establishment of the for-profit legal entity.
Article 79 For the purpose of establishing a for-profit legal entity, the legal entity's articles of association shall be developed according to law.
Article 80 A for-profit legal entity shall establish a governing body.
The governing body shall exercise the functions and powers of amending its legal entity's articles of association, electing or replacing the members of the executive and supervisory bodies, and other functions and powers granted by its legal entity's articles of association.
Article 81 A for-profit legal entity shall establish an executive body.
The executive body shall exercise the functions and powers of convening the meetings of the governing body, deciding on the business and investment plans and the establishment of the internal management organization of the legal entity, and other functions and powers granted by its legal entity's articles of association.
Where the board of directors or the executive director acts as the executive body, the chairman, executive director, or manager shall serve as the legal representative of the legal entity in accordance with its articles of association. In the absence of a board of directors or an executive director, the principal person specified in the articles of association shall act as the executive body and legal representative.
Article 82 Where a for-profit legal entity establishes a board of supervisors, a supervisor, or any other supervisory body, the supervisory body shall exercise the functions and powers of inspecting the financial issues and supervising the acts of the members of the executive body and the senior managers in performing their duties, and other functions and powers granted by its legal entity's articles of association.
Article 83 Any contributor of a for-profit legal entity shall not abuse its rights as a contributor and shall be held civilly liable for the damage to or loss of the legal entity or any other contributors incurred due to such abuse according to law.
Any contributor of a for-profit legal entity shall not abuse the independent status of the legal entity or its limited liability as a contributor to evade debts or for any other purpose and shall be jointly and severally liable for the debts of the legal entity in case of any material damage to any obligee of the legal entity due to such abuse.
Robert Zhang 
Steve Li 