Part Ⅰ General Principles
Chapter Ⅱ Persons
Section Ⅱ Juridical Persons
Sub-section Ⅰ General Provisions
A juridical person is established only according to this code or any other acts.
Within the limits prescribed by acts and regulations, a juridical person is capable of enjoy rights and assume duties with the exception of those rights and obligations which are exclusively appertaining to natural persons.
A juridical person must have at least one director. If there is more than one director, the execution of affairs of the juridical person shall be decided by a majority of all directors unless otherwise provided by its bylaw.
The director represents the juridical person within the management of its affairs. If there is more than one director, each director may represent the juridical person unless otherwise provided by its bylaw.
No restriction imposed upon the representative right of a director may be a valid defense against any bona fide third party.
A juridical person may have one or more controllers to control the execution of its affairs. If there is more than one controller, each controller may exercise his right of control respectively unless otherwise provided by its bylaw.
A juridical person is jointly liable with the wrongdoer for the injury caused by its directors or other persons who are entitled to represent the juridical person in the performance of their duties.
The domicile of a juridical person is the location of its principal office.
A juridical person can not be established unless it has been registered with the authorities concerned.
If a juridical person, after its registration, fails to register any entry which should have been registered, or to register any amendment to any of the entries already registered, such entry or amendment therein should not be a valid defense against any third party.
The activities of a licensed juridical person are subject to the supervision of the authorities concerned. The authorities concerned may examine the juridical person's financial situation and ascertain whether it has violated the conditions of the license and other legal requirements.
The director or controller of a licensed juridical person who disobeys the supervising order of, or obstructs the inspection by the authorities concerned, may be punished with a fine not exceeding five thousand Yuan.
If the director or controller set forth in the preceding paragraph violates the act, regulation, or bylaw to such an extent that may endanger interests of the public or the juridical person, the authorities concerned may apply to the court for dismissing his position and make other necessary arrangement.
If a juridical person violates any conditions under which the license has been granted, the authorities concerned may revoke the license to the juridical person.
When a juridical person is in a state of insolvent, the director shall immediately apply to the court for the declaration of bankruptcy.
If the director fails to make the preceding application, so that the creditors of the juridical person incur the injury, he who is negligent shall be liable for the injury. If more than one director is negligent, they shall be liable for the injury jointly.
When the purpose or the activity of a juridical person violates the act, public policy or morals, the court may declare to dissolve the juridical person upon the application of the authorities concerned, the public prosecutor, or any interested person.
The liquidation of a dissolved juridical person shall be dealt with by its director, unless otherwise provided its bylaw or by the resolution of the general meeting of members.
If the appointment of the liquidator cannot be made under the preceding article, the court may appoint the liquidator by its authority or upon the application of the authorities concerned, public prosecutor, or interested person.
Whenever necessary, the court may discharge the liquidator from his duties.
A liquidator shall do the following duties:
(1) Wind up the business or affairs of the juridical person.
(2) Claim the obligatory rights and discharge the debts.
(3) Deliver the remaining assets to the persons entitled thereto.
The dissolved juridical person, before the end of its liquidation, is deemed to continue existence insofar as it is necessary for the liquidation.
Unless otherwise provided by this General Provisions, the procedure of liquidation shall be carried out in conformity mutatis mutandis with the provisions governing the liquidation of a company limited by shares.
The liquidation of a juridical person shall be subject to the supervision of the court. The court may at any time make inspection and disposition necessary for its supervision.
Whenever to revoke the license to or order the dissolution of a juridical person, the authorities concern shall notify the court simultaneously.
If a juridical person was dissolved in accordance with its bylaw or the resolution of its general meeting of members, the director shall report to the court within fifteen days after the dissolution.
A liquidator who violates the supervising order of the court or obstructs the inspection of the court may be punished with a fine not exceeding five thousand Yuan. A director who violates the provision in the third paragraph of the preceding article may be punished with the same fine.
After a juridical person has been dissolved and its debts have been discharged, unless otherwise provided by the act, the remaining assets shall be assigned according to its bylaw, or the resolution of the general meeting of members. Upon the dissolution of a charitable juridical person, its remaining assets shall not be assigned to any natural person or profit-seeking group.
Without such provisions in the act, in the bylaw, or of a resolution of the general meeting of members as provided in the preceding paragraph, the remaining assets of a juridical person shall be assigned to the municipal corporation in which the juridical person is domiciled.