Civil Code of the People's Republic of China

Civil Code of the People's Republic of China Order of the President of the People's Republic of China (No. 45) The Civil Code of the People's Republic of China, as adopted at the 3rd Session of the Thirteenth National People's Congress of the People's Republic of China on May 28, 2020, is hereby issued, and shall come into force on January 1, 2021. Xi Jinping, President of the People's Republic of China May 28, 2020 Civil Code of the People's Republic of China (Adopted at the 3rd Session of the Thirteenth National People's Congress of the People's Republic of China on May 28, 2020) Table of Contents Book One General Provisions Chapter I Basic Provisions Chapter II Natural Persons Section 1 Capacity for Civil Rights and Capacity for Civil Conduct Section 2 Guardianship Section 3 Declaration of Absence and Declaration of Death Section 4 Individual Industrial and Commercial Households and Rural Usufructuary Households Chapter III Legal Persons Section 1 General Rules Section 2 For-profit Legal Persons Section 3 Non-profit Legal Persons Section 4 Special Legal Persons Chapter IV Unincorporated Organizations Chapter V Civil Rights Chapter VI Juridical Acts Section 1 General Rules Section 2 Declaration of Will Section 3 Validity of Juridical Acts Section 4 Juridical Acts Subject to Conditions or Terms Chapter VII Agency Section 1 General Rules Section 2 Agency by Mandate Section 3 Termination of Agency Chapter VIII Civil Liability Chapter IX Extinctive Prescription Chapter X Calculation of Time Periods Book Two Real Rights Title One General Provisions Chapter I General Rules Chapter II Creation, Modification, Transfer and Extinction of Real Rights Section 1 Registration of Immovables Section 2 Delivery of Movables Section 3 Other Provisions Chapter III Protection of Real Rights Title Two Ownership Chapter IV General Rules Chapter V State Ownership, Collective Ownership and Private Ownership Chapter VI Owners' Separate Ownership in a Building Chapter VII Neighboring Relations Chapter VIII Co-ownership Chapter IX Special Provisions on the Obtainment of Ownership Title Three Usufruct Chapter X General Rules Chapter XI Conventional Usufruct on Rural Land for Agricultural Operations Chapter XII Right to Use Land for Construction Chapter XIII Right to Use Rural Land as a Residential Lot Chapter XIV Right of Habitation Chapter XV Servitude Title Four Security Interests Chapter XVI General Rules Chapter XVII Mortgage Section 1 Ordinary Mortgage Section 2 Maximum Mortgage Chapter XVIII Pledge Section 1 Pledge of Movables Section 2 Pledge of Rights Chapter XIX Lien Title Five Possession Chapter XX Possession Book Three Contracts Title One General Provisions Chapter I General Rules Chapter II Contracting Chapter III Validity of Contracts Chapter IV Performance of Contracts Chapter V Preservation of Contracts Chapter VI Modification and Assignment of Contracts Chapter VII Termination of Contractual Rights and Obligations Chapter VIII Liability for Breach of Contract Title Two Nominate Contracts Chapter IX Sales Contracts Chapter X Contracts for Supply of Power, Water, Gas, or Heat Chapter XI Gift Contracts Chapter XII Contracts for Loan of Money Chapter XIII Contracts of Suretyship Section 1 General Rules Section 2 Suretyship Liability Chapter XIV Leasing Contracts Chapter XV Financial Leasing Contracts Chapter XVI Factoring Contracts Chapter XVII Contracts for Work Chapter XVIII Contracts for Construction Projects Chapter XIX Transportation Contracts Section 1 General Rules Section 2 Passenger Transportation Contracts Section 3 Cargo Transportation Contracts Section 4 Multimodal Transport Contracts Chapter XX Technology Contracts Section 1 General Rules Section 2 Technology Development Contracts Section 3 Technology Transfer Contracts and Technology License Contracts Section 4 Technical Consulting Contracts and Technical Service Contracts Chapter XXI Deposit Contracts Chapter XXII Warehousing Contracts Chapter XXIII Contracts of Mandate Chapter XXIV Property Management Service Contracts Chapter XXV Commission Agent Contracts Chapter XXVI Intermediary Contracts Chapter XXVII Contracts of Partnership Title Three Quasi-contracts Chapter XXVIII Management of the Business of Another Chapter XXIX Unjust Enrichment Book Four Personality Rights Chapter I General Rules Chapter II Rights of Life, Inviolability and Integrity of Person, and Health Chapter III Right of Name Chapter IV Right of Likeness Chapter V Right of Reputation and Right of Honor Chapter VI Right of Privacy and Protection of Personal Information Book Five Marriage and Family Chapter I General Rules Chapter II Marriage Chapter III Family Relations Section 1 Husband and Wife Section 2 Parents, Children and Other Close Relatives Chapter IV Divorce Chapter V Adoption Section 1 Establishment of an Adoptive Relationship Section 2 Validity of Adoption Section 3 Termination of an Adoptive Relationship Book Six Succession Chapter I General Rules Chapter II Statutory Succession Chapter III Testamentary Succession and Legacy Chapter IV Disposition of the Estate Book Seven Tort Liability Chapter I General Rules Chapter II Damages Chapter III Special Provisions on Tortfeasors Chapter IV Product Liability Chapter V Liability for Motor Vehicle Traffic Accident Chapter VI Liability for Medical Malpractice Chapter VII Liability for Environmental Pollution and Ecological Damage Chapter VIII Liability for Ultrahazardous Activity Chapter IX Liability for Harm Caused by Domestic Animal Chapter X Liability for Harm Caused by Building or Object Supplemental Provisions Book One General Provisions Chapter I Basic Provisions Article 1 This Code is enacted in accordance with the Constitution for the purposes of protecting the lawful rights and interests of the parties to civil legal relations, regulating civil relations, maintaining the social and economic order, meeting the developmental requirements of socialism with Chinese characteristics, and upholding core socialist values. Article 2 Civil law regulates the personal relationships and property relationships among natural persons, legal persons, and unincorporated organizations, as equal parties. Article 3 The personal rights, property rights, and other lawful rights and interests of the parties to civil legal relations shall be protected by law, and no organization or individual may infringe upon such rights and interests. Article 4 All parties to civil legal relations are equal in legal status in civil activities. Article 5 The parties to civil legal relations shall conduct civil activities under the principle of free will, and create, modify, or terminate civil legal relations according to their own wills. Article 6 The parties to civil legal relations shall conduct civil activities under the principle of fairness, and rationally determine the rights and obligations of each party. Article 7 The parties to civil legal relations shall conduct civil activities under the principle of good faith, adhere to honesty, and fulfill their promises. Article 8 The parties to civil legal relations shall not conduct civil activities in violation of the law, nor contrary to public order and good morals. Article 9 The parties to civil legal relations shall conduct civil activities contributing to the conservation of resources and protection of environment. Article 10 Civil disputes shall be resolved in accordance with the law; or if the law is silent, customs may apply, but not contrary to public order and good morals. Article 11 Where there are any special provisions on civil relations in any other law, such special provisions shall apply. Article 12 The law of the People's Republic of China shall apply to civil activities within the territory of the People's Republic of China, except as otherwise provided for by any law. Chapter II Natural Persons Section 1 Capacity for Civil Rights and Capacity for Civil Conduct Article 13 A natural person has the capacity for civil rights from the moment of birth to the moment of death, enjoying civil rights and assuming civil obligations in accordance with the law. Article 14 All natural persons are equal in capacity for civil rights. Article 15 The time of birth and the time of death of a natural person shall be the ones recorded on his or her birth certificate or death certificate; or in the absence of a birth certificate or death certificate, the time shall be the one recorded in the household registration or any other valid identity registration. If there is any other evidence sufficient to overturn the aforesaid time, the time proved by such evidence shall prevail. Article 16 Where the protection of the interests of a fetus is involved in, among others, a succession or acceptance of a gift, the fetus shall be presumed to have capacity for civil rights. However, in case of a stillborn, the fetus's capacity for civil rights has never existed. Article 17 A natural person attaining the age of eighteen is an adult. A natural person under the age of eighteen is a minor. Article 18 An adult has full capacity for civil conduct, and may perform juridical acts independently. A minor attaining the age of sixteen and primarily relying on his or her own labor income in living is deemed a person with full capacity for civil conduct. Article 19 A minor attaining the age of eight is a person with limited capacity for civil conduct, who shall be represented by his or her statutory agent in performing juridical acts or whose performance of juridical acts shall be consented to or ratified by his or her statutory agent, but may alone perform juridical acts which purely benefit the minor or are commensurate with his or her age and intelligence. Article 20 A minor under the age of eight is a person without capacity for civil conduct, who shall be represented in performing civil juridical acts by his or her statutory agent. Article 21 An adult incapable of discerning his or her conduct is a person without capacity for civil conduct, who shall be represented by his or her statutory agent in performing juridical acts. The provision of the preceding paragraph shall also apply to a minor attaining the age of eight without the power of discernment of his or her conduct. Article 22 An adult incapable of fully discerning his or her conduct shall be a person with limited capacity for civil conduct, who shall be represented by his or her statutory agent in performing juridical acts or whose performance of juridical acts shall be consented to or ratified by his or her statutory agent, but may perform alone juridical acts which purely benefit the adult or are commensurate with his or her intelligence and mental health. Article 23 The guardian of a person without capacity for civil conduct or with limited capacity for civil conduct shall be the statutory agent of the person. Article 24 For an adult incapable of discerning or fully discerning his or her conduct, an interested party or a relevant organization may apply to a people's court for determining the adult as a person without capacity for civil conduct or a person with limited capacity for civil conduct. After the adult is determined by a people's court as a person without capacity for civil conduct or a person with limited capacity for civil conduct, the people's court may, based on the recovery of his or her intelligence or mental health, determine the adult as a person with limited capacity for civil conduct or a person with full capacity for civil conduct, upon his or her application or application of an interested party or a relevant organization. For the purposes of this article, the relevant organizations include but are not limited to: an urban residents' committee, a villagers' committee, a school, a medical institution, a women's federation, a disabled persons' federation, an organization legally formed for seniors, and a civil affairs department, among others. Article 25 The domicile of a natural person shall be his or her residence recorded in the household registration or any other valid identity registration; but if his or her habitual residence is different from the domicile, the habitual residence shall be deemed his or her domicile. Section 2 Guardianship Article 26 Parents have the obligations of maintenance, education, and protection of their minor children. Adult children have the obligations of supporting, assistance, and protection of their parents. Article 27 The parents of a minor are his or her guardians. Where both parents of a minor are dead or incapable of acting as a guardian, one of the following persons capable of acting as a guardian shall act as the guardian of the minor in the following order: (1) Paternal or maternal grandparents of the minor. (2) Elder brothers or sisters of the minor. (3) Other individuals or organizations willing to act as the guardian, provided that it is approved by the urban residents' committee, villagers' committee, or civil affairs department of the place of the minor's domicile. Article 28 One of the following persons capable of acting as a guardian shall, in the following order, act as the guardian of an adult without capacity for civil conduct or with limited capacity for civil conduct: (1) Spouse of the adult. (2) Parents or children of the adult. (3) Other close relatives of the adult. (4) Other individuals or organizations willing to act as the guardian, provided that it is approved by the urban residents' committee, villagers' committee, or civil affairs department of the place of the adult's domicile. Article 29 Where the parents of a ward are his or her guardians, they may designate the guardian by a will. Article 30 Persons legally qualified for guardianship may, by agreement, determine the guardian. The true will of the ward shall be respected in the determination of guardian by agreement. Article 31 In case of any dispute over the determination of guardian, the urban residents' committee, villagers' committee, or civil affairs department of the place of the ward's domicile may designate the guardian, and against the aforesaid designation, the relevant parties may apply to the people's court for designating the guardian; and the relevant parties may, notwithstanding, directly apply to the people's court for designating the guardian. The urban residents' committee, villagers' committee, civil affairs department, or people's court shall respect the true will of the ward, and designate the guardian from among persons legally qualified for guardianship under the principle of most benefiting the ward. Before the guardian is designated under paragraph 1 of this article, if the personal rights, property rights, and other lawful rights and interests of the ward are under no protection, the urban residents' committee, villagers' committee, relevant organization prescribed by the law, or civil affairs department of the place of the ward's domicile shall act as the provisional guardian. After designation, the guardian shall not be replaced without permission; and in case of replacement without permission, the designated guardian is not relieved of his or her responsibilities. Article 32 Where there is no person legally qualified for guardianship, the civil affairs department may or the urban residents' committee or villagers' committee of the place of the ward's domicile satisfying the conditions for performing the duty of guardianship may act as the guardian. Article 33 An adult with full capacity for civil conduct may, by consulting in advance with his or her close relatives or other individuals or organizations willing to act as a guardian, determine his or her guardian in writing. When the adult loses all or part of capacity for civil conduct, the guardian shall perform the duty of guardianship of the adult. Article 34 The duties of a guardian include but are not limited to representing the ward in performing juridical acts and protecting the personal rights, property rights, and other lawful rights and interests of the ward. The guardian's rights arising from performance of the duty of guardianship in accordance with the law shall be protected by law. A guardian failing to perform the duty of guardianship or infringing upon the ward's lawful rights and interests shall assume legal liability. In case of emergency or under any other emergency circumstance, the guardian is temporarily unable to perform the duty of guardianship and the ward's life is unattended, the urban residents' committee, villagers' committee, or civil affairs department of the place of the ward's domicile shall arrange for necessary daily care for the ward. Article 35 A guardian shall perform the duty of guardianship under the principle of most benefiting the ward. The guardian shall not dispose of the ward's property unless for safeguarding the ward's interests. The guardian of a minor shall, in the performance of the duty of guardianship, respect the ward's true will when making decisions related to the ward's interests according to the ward's age and intelligence. The guardian of an adult shall, in the performance of the duty of guardianship, respect the ward's true will to the fullest extent, safeguard and assist the ward in performing juridical acts that are commensurate with the ward's intelligence and mental health. The guardian shall not interfere with any affairs that the ward is capable of handling alone. Article 36 Where a guardian falls under any of the following circumstances, the people's court shall, upon application of the relevant individual or organization, disqualify the guardian, arrange necessary provisional guardianship measures, and designate another guardian in accordance with the law under the principle of most benefiting the ward: (1) Committing any conduct seriously detrimental to the ward's physical and mental health. (2) Being slack in performing the duty of guardianship, or being incapable of performing the duty of guardianship but refusing to delegate part or all of the duty of guardianship to another person, which causes distress of the ward. (3) Otherwise seriously infringing upon the ward's lawful rights and interests. For the purposes of this article, the relevant individuals and organizations include but are not limited to: any other person legally qualified for guardianship, an urban residents' committee, a villagers' committee, a school, a medical institution, a women's federation, a disabled persons' federation, an organization for the protection of minors, an organization legally formed for seniors, and a civil affairs department. Where the individuals and organizations except the civil affairs department as prescribed in the preceding paragraph fail to apply for the disqualification of the guardian to the people's court in a timely manner, the civil affairs department shall file such an application with the people's court. Article 37 Parents, children, and spouses who support the wards in the form of child support, support for elderly parents, or spousal support in accordance with the law shall continue to perform such obligations after they are disqualified by the people's courts as guardians. Article 38 Where the ward's parent or child shows true repentance after being disqualified from guardianship by the people's court, except one having committed an intentional crime on the ward, the people's court may, by respecting the ward's true will and according to the circumstances, reinstate his or her guardianship upon his or her application, and the guardianship between the guardian designated by the people's court and the ward shall terminate concurrently. Article 39 Under any of the following circumstances, the guardianship shall terminate: (1) The ward obtains or regains full capacity for civil conduct. (2) The guardian becomes incapable of guardianship. (3) The ward or the guardian dies. (4) The guardian relationship otherwise terminates as determined by a people's court. If the ward still needs guardianship after the guardianship terminates, another guardian shall be determined in accordance with the law. Section 3 Declaration of Absence and Declaration of Death Article 40 Where a natural person has disappeared for two years, an interested party may apply to a people's court for a declaration of absence of the natural person. Article 41 The period of disappearance of a natural person shall be counted from the day when he or she is not heard from. If a person disappears during a war, the period of disappearance shall be counted from the day when the war ends or from the date of absence as confirmed by the relevant authority. Article 42 The property of an absentee shall be under the custody of his or her spouse, adult children, parents, or any other person willing to act as custodian of the property. If there is any dispute over custody or the persons as mentioned in the preceding paragraph do not exist or are incapable of custody, the property shall be under the custody of a person designated by a people's court. Article 43 The property custodian shall appropriately manage the absentee's property, and protect the property rights and interests of the absentee. Any taxes and debts owed and other expenses payable by the absentee shall be paid by the property custodian out of the absentee's property. Where the property custodian causes damage to the absentee's property intentionally or with gross negligence, the custodian shall assume compensatory liability. Article 44 Where the property custodian fails to perform the duty of custody, infringes upon the absentee's property rights and interests, or becomes incapable of custody, an interested party for the absentee may apply to a people's court for replacement of the property custodian. The property custodian may, for good reason, apply to a people's court for replacement of the property custodian. Where the people's court decides to replace the property custodian, the replacement custodian shall have the right to request the original custodian to hand over relevant property and report on property custody in a timely manner. Article 45 Where an absentee reappears, the people's court shall revoke the declaration of absence upon application of the person or an interested party. Where an absentee reappears, the person shall have the right to request the property custodian to hand over relevant property and report on property custody in a timely manner. Article 46 Where a natural person falls under any of the following circumstances, an interested party may apply to a people's court for a declaration of death of the natural person: (1) The natural person has disappeared for four years. (2) The natural person has disappeared for two years from an accident. Where a person has disappeared from an accident, and it is impossible for the person to survive the accident as certified by the relevant authority, an application for a declaration of death of the person is not subject to the two-year period. Article 47 Where both an application for a declaration of death and an application for a declaration of absence of the same natural person are filed by the interested parties with a people's court, the people's court shall declare the death of the person if the conditions for a declaration of death as set out in this Code are met. Article 48 The day when the people's court renders a judgment to declare the death of a person shall be deemed the date of death of the person; but if the person is declared dead for his or her disappearance from an accident, the day when the accident occurred shall be deemed the date of death of the person. Article 49 Where a natural person declared dead is alive, the validity of the juridical acts performed by the natural person during the period of declared death shall not be affected. Article 50 Where a person declared dead reappears, the people's court shall revoke the declaration of death upon application of the person or an interested party. Article 51 The marital relationship of a person declared dead shall be extinguished from the date of declaration of death. If the declaration of death is revoked, the marital relationship shall resume automatically from the date of revocation of the declaration of death, unless his or her spouse has remarried or submits to the marriage registration authority a written statement of refusal to resume marriage. Article 52 Where a child of a person declared dead is legally adopted by another person during the period of his or her declared death, the person shall not claim nullity of the adoption on the ground that the adoption is without his or her approval after the declaration of death is revoked. Article 53 Where the declaration of death of a person is revoked, the person shall have the right to reclaim his or her property which has devolved to other parties to civil legal relationships in accordance with Book Six of this Code. If any property cannot be reclaimed, the person shall be indemnified appropriately. Where an interested party conceals facts, causing another person to be declared dead, and thus obtains any property of the person, the interested party shall, in addition to returning the property, assume compensatory liability for any loss so caused. Section 4 Individual Industrial and Commercial Households and Rural Usufructuary Households Article 54 A natural person conducting industrial and commercial operations upon registration in accordance with the law is an individual industrial and commercial household. An individual industrial and commercial household may have a trade name. Article 55 A member of a rural collective economic organization who has obtained a usufruct on rural land in accordance with the law for farm operations of the household is a rural usufructuary household. Article 56 Where the business of an individual industrial and commercial household is operated by an individual, the debts of the individual industrial and commercial household shall be assumed by the individual with his or her own property; where that is operated by a family, the debts of the individual industrial and commercial household shall be assumed by the family with family property; or where if it is impossible to ascertain whether that is operated by an individual or a family, the debts of the individual industrial and commercial household shall be assumed by the family with family property. The debts of a rural usufructuary household shall be assumed by the rural household which operates on the rural land subject to the usufruct with family property or be assumed by some family members with their property who actually operate on the rural land subject to the usufruct. Chapter III Legal Persons Section 1 General Rules Article 57 A legal person is an organization with capacity for civil rights and capacity for civil conduct which independently enjoys civil rights and assumes civil obligations in accordance with the law. Article 58 A legal person shall be formed in accordance with the law. A legal person shall have its own name, organs, domicile, and property or funding. The specific conditions and procedures for formation of a legal person shall be governed by laws and administrative regulations. Where the formation of a legal person is subject to the approval of the relevant authority in accordance with any law or administrative regulation, such a law or administrative regulation shall apply. Article 59 A legal person's capacity for civil rights and capacity for civil conduct arise when the legal person is formed and cease to exist when the legal person is terminated. Article 60 A legal person shall assume civil liabilities independently with all of its property. Article 61 In accordance with the provisions of laws or the bylaws of a legal person, the person in charge who conducts civil activities on behalf of the legal person shall be the legal representative of the legal person. The legal consequences of civil activities conducted by the legal representative in the name of the legal person shall be assumed by the legal person. Any restriction on the legal representative's right of representation imposed by the bylaws or the supreme organ of the legal person shall not be set up against bona fide opposite parties. Article 62 Where the legal representative of a legal person causes damage to any other person in the performance of duties, the legal person shall assume civil liability for such damage. The legal person may, after assuming such civil liability, claim reimbursement from the legal representative at fault in accordance with the laws or its bylaws. Article 63 A legal person's domicile shall be the place of its principal office. If a legal person needs to be registered in accordance with the law, it shall register the place of its principal office as its domicile. Article 64 Where any registered information on a legal person changes during its existence, the legal person shall apply for modification registration to the registration authority in accordance with the law. Article 65 The inconsistency between the actual circumstances of a legal person and the registered information on the legal person shall not be set up against bona fide opposite parties. Article 66 The registration authority shall, in accordance with the law, publish the relevant registration information on a legal person in a timely manner. Article 67 In case of combination of a legal person, the surviving legal person shall enjoy the rights and assume the obligations of the legal person. In case of division of a legal person, the surviving legal persons shall jointly and severally enjoy the rights and assume the obligations of the legal person, unless the creditor and the debtor have agreed otherwise. Article 68 A legal person is terminated upon completion of liquidation and deregistration in accordance with the law for any of the following reasons: (1) The legal person is dissolved. (2) The legal person is declared bankrupt. (3) Any other reason specified by laws. Where the termination of a legal person is subject to the approval of the relevant authority in accordance with any law or administrative regulation, such a law or administrative regulation shall apply. Article 69 A legal person shall be dissolved under any of the following circumstances: (1) The duration stated in the legal person's bylaws expires, or any other cause of dissolution stated in the legal person's bylaws arises. (2) The legal person's supreme organ makes a resolution for dissolution. (3) The legal person is dissolved as required by business combination or division. (4) The legal person's business license or registration certificate is revoked in accordance with the law, or the legal person is ordered to close down or is abolished. (5) Any other circumstances specified by laws. Article 70 Where a legal person is dissolved, except for business combination or division, the liquidation obligors shall form a liquidation group to conduct liquidation in a timely manner. The members of a legal person's executive organ or decision-making organ, such as directors or council members, are liquidation obligors, except as otherwise provided for by any law or administrative regulation. Where the liquidation obligors fail to fulfill their liquidation obligation in a timely manner, causing any damage, they shall assume civil liability; and the competent authority or an interested party may apply to a people's court for designating relevant persons to form a liquidation group to conduct liquidation. Article 71 The liquidation procedures and the powers of the liquidation group of a legal person shall be governed by the provisions of relevant laws; and if there are no such provisions, the relevant provisions of the company's laws shall apply mutatis mutandis. Article 72 In the course of liquidation, a legal person continues to exist, but shall not conduct any activity irrelevant to liquidation. The residual property after the legal person is liquidated shall be dealt with in accordance with the provisions of the legal person's bylaws or the resolution of the legal person's supreme organ, except as otherwise provided for by any law. The legal person is terminated upon completion of liquidation and deregistration of the legal person; or if the law does not require the legal person to be registered, it is terminated upon completion of liquidation. Article 73 Where a legal person is declared bankrupt, it is terminated upon completion of bankruptcy liquidation and deregistration of the legal person in accordance with the law. Article 74 A legal person may form branch offices in accordance with the law. If any law or administrative regulation requires the branch offices to be registered, such a law or administrative regulation shall apply. Where a branch office conducts civil activities in its own name, any civil liability arising therefrom shall be assumed by the legal person; but such civil liability may be assumed first with the property managed by the branch office and then by the legal person for any deficit. Article 75 The legal consequences of civil activities conducted by a promoter or promoters for the formation of a legal person shall be assumed by the legal person; but if the legal person fails to be formed, shall be assumed by the promoter or promoters, and in latter case, the two or more promoters shall jointly and severally enjoy rights and assume debts. Where a promoter conducts civil activities in the name of the promoter for the formation of a legal person, a third party shall have the right to require the legal person or the promoter to assume civil liability arising therefrom. Section 2 For-Profit Legal Persons Article 76 A legal person formed for the purpose of making profits and distributing profits to its shareholders or other investors is a for-profit legal person. For-profit legal persons include limited liability companies, joint stock limited companies, and other enterprise legal persons. Article 77 A for-profit legal person is formed upon registration in accordance with the law. Article 78 The registration authority shall issue a for-profit legal person business license to a for-profit legal person legally formed. The issue date of the business license shall be the date of formation of the for-profit legal person. Article 79 For the formation of a for-profit legal person, the bylaws of the legal person shall be developed in accordance with the law. Article 80 A for-profit legal person shall have a supreme organ. The supreme organ exercises the powers of amending the bylaws of the legal person and electing or replacing members of the executive organ and supervisory organ and other powers stated in the bylaws of the legal person. Article 81 A for-profit legal person shall have an executive organ. The executive organ exercises the powers of convening the meetings of the supreme organ, deciding the legal person's business plans and investment proposals, and deciding the internal management structure of the legal person and other powers stated in the bylaws of the legal person. Where the executive organ is a board of directors or is an executive director, the chairman of the board of directors, the executive director, or a manager shall serve as the legal representative in accordance with the provisions of the bylaws of the legal person; or where the legal person has no board of directors or executive director, the primary person in charge stated in the bylaws of the legal person shall be the executive organ and legal representative of the legal person. Article 82 Where a for-profit legal person has a supervisory organ such as the board of supervisors or a supervisor, the supervisory organ shall, in accordance with the law, exercise the powers of inspecting the legal person's financial affairs and overseeing the performance of duties by the members of the executive organ and the senior executives of the legal person and the powers stated in the bylaws of the legal person. Article 83 An investor of a for-profit legal person shall not damage the interests of the legal person or any other investor by abusing the rights of an investor. If the investor abuses the rights of an investor, causing any loss to the legal person or any other investor, the investor shall assume civil liability in accordance with the law. An investor of a for-profit legal person shall not damage the interests of a creditor of the legal person by abusing the independent status of the legal person and the limited liability of the investor. If the investor abuses the legal person's independent status or the investor's limited liability to evade debts, causing serious damage to the interests of a creditor of the legal person, the investor shall be jointly and severally liable for the legal person's debts. Article 84 The controlling investor, actual controller, directors, supervisors, and senior executives of a for-profit legal person shall not damage the interests of the legal person through affiliations. One that causes damage to the legal person through affiliations shall assume compensatory liability. Article 85 Where a for-profit legal person's supreme organ or executive organ adopts a resolution under a convening procedure or in a voting mode that violates any law or administrative regulation or the bylaws of the legal person or any content of the resolution violates the bylaws of the legal person, an investor of the for-profit legal person may request a people's court to revoke the resolution, without prejudice to the civil legal relations formed between the for-profit legal person and bona fide opposite parties based on such a resolution. Article 86 In business activities, a for-profit legal person shall comply with business ethics, maintain the safety of transactions, receive government supervision and public scrutiny, and assume social responsibilities. Section 3 Non-profit Legal Persons Article 87 A non-profit legal person is a legal person formed for public welfare or any other non-profit purpose without distribution of profits to its investors, promoters, or members. Non-profit legal persons include but are not limited to public institutions, social groups, foundations, and social service organizations. Article 88 A public institution satisfying the conditions for a legal person and to be formed for meeting the needs of economic and social development and providing public welfare services obtains the status of a public institution legal person upon formation through registration in accordance with the law; or if the law does not require it to undergo legal person registration, obtains the status of a public institution legal person from the date of formation. Article 89 Where a public institution legal person has a council, the council shall be its decision-making organ, except as otherwise provided for by any law. The legal representative of a public institution legal person shall be determined in accordance with laws, administrative regulations, or its bylaws. Article 90 A social group satisfying the conditions for a legal person and to be formed based on the common will of its members for public welfare, common interests of its members, or any other non-profit purpose obtains the status of a social group legal person upon formation through registration in accordance with the law; or if the law does not require it to undergo legal person registration, obtains the status of a social group legal person from the date of formation. Article 91 For the formation of a social group legal person, the bylaws of the legal person shall be developed in accordance with the law. A social group legal person shall have a supreme organ such as the congress of members or the congress of representatives of members. A social group legal person shall have an executive organ such as a council. The person in charge of the council, such as the chairman or president, shall serve as the legal representative in accordance with the bylaws of the legal person. Article 92 A foundation or a social service organization, among others, satisfying the conditions for a legal person and to be formed with donated property for public welfare purposes obtains the status of a donation-based legal person upon formation through registration in accordance with the law. A venue for holding religious activities formed in accordance with the law and satisfying the conditions for a legal person may apply for legal person registration and obtain the status of a donation-based legal person, subject to any provisions of laws and administrative regulations relating to the venues for holding religious activities. Article 93 For the formation of a donation-based legal person, the bylaws of the legal person shall be developed in accordance with the law. The donation-based legal person shall have a decision-making organ, such as a council or a democratic governing body, and an executive organ. The person in charge of the decision-making organ such as the chairman shall serve as the legal representative in accordance with the bylaws of the legal person. The donation-based legal person shall have a supervisory organ such as a board of supervisors. Article 94 Donors shall be entitled to ask the donation-based legal person about the use and management of donated property and give their opinions and recommendations, and the donation-based legal person shall give honest replies in a timely manner. Where a donation-based legal person's decision-making organ, executive organ, or legal representative makes a decision under a procedure that violates any law or administrative regulation or the bylaws of the legal person or the content of the decision violates the bylaws of the legal person, a donor or any other interested party or the competent authority may request the people's court to revoke the decision, without prejudice to the civil legal relationship formed between the donor-based legal person and bona fide opposite parties based on the decision. Article 95 When a non-profit legal person formed for public welfare purposes is terminated, it shall not distribute any residual property to its investors, promoters, or members. The residual property shall be used for public welfare purposes in accordance with the provisions of its bylaws or a resolution of its supreme organ; or if the residual property cannot be dealt with in accordance with the provisions of its bylaws or the resolution of its supreme organ, the competent authority shall cause the transfer of such residual property to other legal persons with the same or a similar vision, and announce it to the public. Section 4 Special Legal Persons Article 96 The state organ legal persons, rural collective economic organization legal persons, urban and rural cooperative economic organization legal persons, and basic self-governing mass organization legal persons as provided for in this section are special legal persons. Article 97 An independently funded state organ or a statutory institution assuming administrative functions shall have the status of a state organ legal person from the date of formation of it, and may conduct civil activities necessary for performing its functions. Article 98 Where a state organ legal person is abolished, the legal person is terminated, and its civil rights shall be enjoyed and its obligations shall be assumed by the state organ legal person as its successor; or if there is no such a successor, its rights shall be enjoyed and its obligations shall be assumed by the state organ legal person making the abolition decision. Article 99 A rural collective economic organization shall obtain the status of a legal person in accordance with the law. Where any laws and administrative regulations provide for rural collective economic organizations, such laws and administrative regulations shall apply. Article 100 An urban or rural cooperative economic organization shall obtain the status of a legal person in accordance with the law. Where any laws and administrative regulations provide for urban or rural cooperative economic organizations, such laws and administrative regulations shall apply. Article 101 An urban residents' committee or a villagers' committee has the status of a basic self-governing mass organization legal person, and may conduct civil activities necessary for performing its functions. Where no village collective economic organization is formed, a villagers' committee may instead perform the functions of a village collective economic organization in accordance with the law. Chapter IV Unincorporated Organizations Article 102 An unincorporated organization is an organization without the status of a legal person but able to conduct civil activities in its own name in accordance with the law. Unincorporated organizations include but are not limited to sole proprietorships, partnerships, and professional service organizations without the status of a legal person. Article 103 An unincorporated organization shall be registered as required by laws. Where the formation of an unincorporated organization shall be subject to the approval of the relevant authority in accordance with any law or administrative regulation, such law or administrative regulation shall apply. Article 104 Where the property of an unincorporated organization is insufficient for paying its debts, its investors or promoters shall assume unlimited liability for such debts, except as otherwise provided for by any law. Article 105 An unincorporated organization may choose one or more persons to conduct civil activities on its behalf. Article 106 An unincorporated organization shall be dissolved under any of the following circumstances: (1) The duration stated in the bylaws expires, or any other cause of dissolution stated in the bylaws arises. (2) Its investors or promoters decide to dissolve it. (3) Any other circumstances specified by laws. Article 107 Where an unincorporated organization is dissolved, its liquidation shall be conducted in accordance with the law. Article 108 In addition to the provisions of this Chapter, the relevant provisions of Section 1 of Chapter III of this Book shall apply, mutatis mutandis, to unincorporated organizations. Chapter V Civil Rights Article 109 The personal freedom and human dignity of a natural person shall be protected by law. Article 110 A natural person enjoys the rights of life, inviolability and integrity of person, health, name, likeness, reputation, honor, privacy, and marital autonomy, among others. A legal person or an unincorporated organization enjoys the rights of name, reputation, and honor. Article 111 The personal information of a natural person shall be protected by law. Any organization or individual needing to obtain the personal information of other persons shall legally obtain and ensure the security of such information, and shall not illegally collect, use, process, or transmit the personal information of other persons, nor illegally buy, sell, provide, or publish the personal information of other persons. Article 112 The personal rights of a natural person arising from marriage or family relations, among others, shall be protected by law. Article 113 The property rights of the parties to civil legal relations shall be equally protected by law. Article 114 The parties to civil legal relations enjoy real rights in accordance with the law. A real right is the right holder's exclusive right to directly dominate a specific thing in accordance with the law, including ownership, usufruct, and security interest. Article 115 Things include immovables and movables. If rights are the objects of any real rights in accordance with any laws, such laws shall apply. Article 116 The types and contents of real rights shall be prescribed by laws. Article 117 Fair and reasonable indemnification shall be made if any immovable or movable is expropriated or requisitioned for public interest according to the authority and procedures prescribed by laws. Article 118 The parties to civil legal relations enjoy a creditor's rights in accordance with the law. A creditor's right is the right holder's right to request that a specific obligor perform or not perform certain conduct, arising from contracts, torts, management of the business of another under no obligation, unjust enrichment, and other provisions of laws. Article 119 A contract entered into in accordance with the law shall be legally binding upon the parties to the contract. Article 120 In case of infringement upon civil rights and interests, the victim shall have the right to request that the tortfeasor assume tort liability. Article 121 A person who, under no statutory or contractual obligation, manages the business of another to prevent damage to the interest of another shall have the right to request that the beneficiary of such management reimburse the manager for necessary expenses incurred. Article 122 Where a person is unjustly enriched without any legal basis, the person who so suffers a loss shall have the right to request that the person unjustly enriched return the amount to the extent of the unjust enrichment. Article 123 The parties to civil legal relations enjoy intellectual property rights in accordance with the law. Intellectual property rights are the proprietary rights enjoyed by right holders in accordance with the law in respect of the following objects: (1) Works. (2) Inventions, utility models, and designs. (3) Trademarks. (4) Geographic indications. (5) Trade secrets. (6) Layout designs of integrated circuits. (7) New varieties of plants. (8) Other objects specified by laws. Article 124 Natural persons enjoy the right of succession in accordance with the law. The lawful private property of natural persons may be inherited in accordance with the law. Article 125 The parties to civil legal relations enjoy stock rights and other investment rights in accordance with the law. Article 126 The parties to civil legal relations enjoy other civil rights and interests prescribed by laws. Article 127 Where any laws provide for the protection of data and network virtual property, such laws shall apply. Article 128 Where any laws have special provisions on the protection of civil rights of the minors, the elderly, the disabled, women, and consumers, among others, such special provisions shall apply. Article 129 Civil rights may be obtained by juridical acts, factual behaviors, events prescribed by laws, or other means prescribed by laws. Article 130 The parties to civil legal relations shall, based on their free will, exercise civil rights in accordance with the law without any interference. Article 131 The parties to civil legal relations shall perform the obligations imposed by laws and obligations agreed upon by the parties while exercising their rights. Article 132 The parties to civil legal relations shall not abuse civil rights to damage the national interest, public interest, or the lawful rights and interests of any other person. Chapter VI Juridical Acts Section 1 General Rules Article 133 Juridical acts are acts of the parties to civil legal relations to create, modify, or terminate civil legal relationships through a declaration of will. Article 134 Juridical acts may be formed based on the unanimous declaration of will by two or more parties or based on the declaration of will by a single party. Where a legal person or an unincorporated organization makes a resolution according to the mode of deliberation and voting procedures prescribed by laws or its bylaws, the act of resolution is formed. Article 135 Juridical acts may be made in written, verbal, or other forms; but if any law or administrative regulation requires or the parties agree upon a particular form, such a particular form shall be adopted. Article 136 A juridical act shall become valid upon its formation, except as otherwise provided for by any law or agreed upon by the parties. The actor shall not modify or rescind the juridical act at will, except in accordance with any law or as permitted by the other party. Section 2 Declaration of Will Article 137 A declaration of will made by dialog shall become valid at the time when the opposite party knows the content of will. A declaration of will not made by dialog shall become valid at the time when it reaches the opposite party. If a declaration of will not made by dialog is in the form of data message, and the opposite party has designated a specific system to receive the data message, the declaration of will shall become valid at the time when the data message enters the specific system designated; or in the absence of such designation, the declaration of will shall become valid at the time when the opposite party knows or should have known that the data message has entered its system. If the parties have otherwise agreed upon the time when a declaration of will made in the form of data message becomes valid, such an agreement shall apply. Article 138 A declaration of will made without any opposite party shall become valid upon completion of declaration, except as otherwise provided for by any law. Article 139 A declaration of will made in the form of publishing an announcement shall become valid at the time when the announcement is published. Article 140 An actor may expressly or tacitly declare his or her will. Will may be deemed tacitly declared only when it is in accordance with any law, is agreed upon by the parties, or conforms to the trading practices between the parties. Article 141 An actor may withdraw his or her declaration of will. The notice of withdrawing his or her declaration of will shall reach the opposite party before his or her declaration of will reaches the opposite party or at the same time when his or her declaration of will reaches the opposite party. Article 142 The meaning of a declaration of will made to an opposite party shall be interpreted according to the words used as well as considering the relevant clauses, nature and purpose of the act, customs, and the principle of good faith. In the interpretation of a declaration of will made without an opposite party, the true will of the actor shall be determined by considering the relevant clauses, nature and purpose of the act, customs, and the principle of good faith, rather than a total confinement to the words used. Section 3 Validity of Juridical Acts Article 143 A juridical act satisfying all of the following conditions shall be valid: (1) The actor has corresponding capacity for civil conduct. (2) The will expressed is true. (3) It neither violates the imperative provisions of laws and administrative regulations, nor is contrary to public order and good morals. Article 144 A juridical act performed by a person without capacity for civil conduct shall be void. Article 145 A juridical act performed by a person with limited capacity for civil conduct shall be valid if the act purely benefits the person or is commensurate with his or her age, intelligence, and mental health; and any other juridical acts performed by the person may become valid after they are consented to or ratified by his or her statutory agent. The opposite party may, by a notice, demand the statutory agent to ratify within 30 days of receipt of the notice. If the statutory agent fails to respond, ratification shall be deemed denied. Before the ratification of a juridical act, a bona fide opposite party shall be entitled to revoke the act. The revocation shall be made by a notice. Article 146 A juridical act performed by an actor and the opposite party based on false declaration of will shall be void. The validity of a juridical act hidden behind a false declaration of will shall be dealt with in accordance with the relevant provisions of laws. Article 147 The actor shall be entitled to request a people's court or an arbitral institution to revoke a juridical act performed based on gross misunderstanding. Article 148 Where a juridical act is performed by a party against his or her true will as a result of fraud by the other party, the defrauded party shall have the right to request a people's court or an arbitral institution to revoke the act. Article 149 Where a juridical act is performed by a party against his or her true will as a result of fraud by a third party, the defrauded party shall have the right to request a people's court or an arbitral institution to revoke the act if the other party knows or should have known the fraud. Article 150 Where a juridical act is performed by a party against his or her true will as a result of coercion by the other party or a third party, the coerced party shall have the right to request a people's court or an arbitral institution to revoke the act. Article 151 Where a juridical act is evidently unfair when it is formed as a result of one party taking advantage of the other party's distress or lack of judgment, among others, the aggrieved party shall have the right to request a people's court or an arbitral institution to revoke the act. Article 152 Under any of the following circumstances, the right of revocation shall be extinguished: (1) A party fails to exercise its right of revocation within one year from the day when the party knows or should have known the cause of revocation, or a party with gross misunderstanding fails to exercise its right of revocation within 90 days from the day when the party knows or should have known the cause of revocation. (2) A coerced party fails to exercise its right of revocation within one year from the day when coercion terminates. (3) A party renounces its right of revocation, expressly or by its conduct, after knowing the cause of revocation. Where a party fails to exercise its right of revocation within five years from the day when the juridical act occurs, the right of revocation shall be extinguished. Article 153 A juridical act violating the imperative provisions of any law or administrative regulation shall be void, unless the imperative provisions do not result in the nullity of the juridical act. A juridical act contrary to public order and good morals shall be void. Article 154 A juridical act by which an actor maliciously colludes with the opposite party to damage any other person's lawful rights and interests shall be void. Article 155 A void or revoked juridical act is not legally binding from the outset. Article 156 Where the partial invalidity of a juridical act does not affect the validity of the other part, the other part shall remain valid. Article 157 After a juridical act is void, revoked, or determined as having no binding force, the property obtained by the actor as a result of the act shall be restituted; if restitution is impossible or unnecessary, indemnification shall be made at an estimated price. The party at fault shall compensate the other party for any loss suffered as a result of the act; or if both parties are at fault, they shall assume corresponding liabilities respectively, except as otherwise provided for by any law. Section 4 Juridical Acts Subject to Conditions or Terms Article 158 A juridical act may be subject to a condition, unless such a condition is not allowed according to the nature of the juridical act. A juridical act subject to a condition for becoming valid shall become valid when the condition is fulfilled. A juridical act subject to a condition for rescission shall cease to be valid when the condition is fulfilled. Article 159 For a juridical act subject to a condition, if a party prevents the fulfillment of the condition by improper means for its own benefits, the condition shall be deemed fulfilled; or if a party hastens the fulfillment of a condition by improper means, the condition shall not be deemed fulfilled. Article 160 A juridical act may be subject to a term, unless such a term is not allowed according to the nature of the juridical act. A juridical act subject to a term for becoming valid shall become valid upon expiration of the term. A juridical act subject to a term for termination shall become invalid upon expiration of the term. Chapter VII Agency Section 1 General Rules Article 161 The parties to civil legal relations may conduct juridical acts through agents. A juridical act that shall be performed in person in accordance with the provisions of laws, an agreement between the parties, or the nature of the juridical act shall not be performed by an agent. Article 162 A juridical act performed by an agent in the name of the principal within the power conferred on the agent shall be binding on the principal. Article 163 Agency includes agency by mandate and statutory agency. An agent under a mandate shall exercise the power conferred by the principal. A statutory agent shall exercise the power conferred by laws. Article 164 Where an agent fails to perform or fully perform its duties, causing damage to the principal, the agent shall assume civil liability. Where an agent and the opposite party in malicious collusion damages the principal's lawful rights and interests, the agent and the opposite party shall be jointly and severally liable. Section 2 Agency by Mandate Article 165 Where the power is conferred by a mandate in a written form, the power of attorney shall clearly state the agent's name and the object of, power conferred by, and term of the mandate, to which the signature or seal of the principal shall be affixed. Article 166 Where the object of a mandate is to be performed by several agents, they shall jointly exercise the power conferred, except as otherwise agreed upon by the parties. Article 167 Where an agent knows or should have known that the object of the mandate is illegal but still performs it, or the principal knows or should have known that an agent's performance is illegal but fails to raise any objection, the principal and the agent shall be jointly and severally liable. Article 168 An agent shall not perform any juridical act with itself in the name of the principal, unless it is consented to or ratified by the principal. An agent shall not perform any juridical act in the name of one principal with any other principal represented by it at the same time, unless it is consented to or ratified by both principals. Article 169 Where an agent needs to appoint a third party to perform the object of the mandate in its place, the agent shall obtain the consent or ratification of the principal. With the principal's consent to or ratification of the appointment, the principal may directly instruct the third party appointed by the agent regarding the object of the mandate, and the agent shall only be liable for the selection of the third party and its instructions to the third party. Without the principal's consent to or ratification of the appointment, the agent shall be liable for the acts of the third party appointed by the agent, unless it is necessary for the agent to appoint the third party in case of emergency to safeguard the interests of the principal. Article 170 Where a person who performs tasks for a legal person or an unincorporated organization conducts juridical acts related to matters within his or her scope of powers in the name of the legal person or the unincorporated organization, such acts shall have binding force on the legal person or unincorporated organization. Any restrictions imposed by a legal person or an unincorporated organization on the scope of powers of the person performing tasks for the legal person or unincorporated organization shall not be set up against bona fide opposite parties. Article 171 Where an actor still performs an act of agency without a power of attorney, beyond his or her power of attorney, or after his or her power of attorney terminates, the act shall not be binding on the principal without the principal's ratification. The opposite party may, by a notice, urge the principal to ratify within 30 days from the date of receipt of the notice. If the principal fails to respond, ratification shall be deemed denied. Before the ratification of the act, the bona fide opposite party shall be entitled to revoke the act. The revocation shall be made by a notice. Where ratification of the act is denied, the bona fide opposite party shall be entitled to request that the actor perform obligations or compensate it for any injury suffered by it, but such compensation shall not exceed the interest that could have been obtained by the opposite party if the act were ratified by the principal. Where the opposite party knows or should have known that the actor has no power of attorney, the opposite party and the actor shall assume liability according to their respective faults. Article 172 Where an actor still performs an act of agency without a power of agency, beyond his or her power of attorney, or after his or her power of attorney terminates, the act shall be valid if the opposite party has reason to believe that the actor has the power of attorney. Section 3 Termination of Agency Article 173 Agency by mandate shall terminate under any of the following circumstances: (1) The term of agency expires or the object of the mandate is fulfilled. (2) The principal cancels the mandate or the agent surrenders the mandate. (3) The agent loses capacity for civil conduct. (4) The agent or the principal dies. (5) The legal person or unincorporated organization as the agent or the principal is terminated. Article 174 After the principal dies, the acts of agency performed by an agent under a mandate shall be valid under any of the following circumstances: (1) The agent does not know and should not have known that the principal died. (2) The successors of the principal recognize such acts. (3) The power of attorney expressly states that the power of agency shall terminate upon fulfillment of the object of the mandate. (4) Such acts have been conducted before the principal dies and continue for the benefits of the principal's successors. The provision of the preceding paragraph shall apply, mutatis mutandis, where a legal person or an unincorporated organization as the principal is terminated. Article 175 Statutory agency shall terminate under any of the following circumstances: (1) The principal obtains or regains full capacity for civil conduct. (2) The agent loses capacity for civil conduct. (3) The agent or the principal dies. (4) Any other circumstance specified by laws. Chapter VIII Civil Liability Article 176 The parties to civil legal relations shall perform their civil obligations and assume civil liabilities in accordance with the provisions of laws or the agreements of the parties. Article 177 Where two or more persons share liability in accordance with the law, they shall assume corresponding liability respectively if their respective liabilities can be determined; or evenly assume liability if it is difficult to determine their respective liabilities. Article 178 Where two or more persons are jointly and severally liable in accordance with the law, the obligee is entitled to request assumption of liability by part or all of the persons jointly and severally liable. The shares of liability of persons jointly and severally liable shall be determined based on the gravity of liability of each person; or the liability shall be evenly shared if it is difficult to determine the gravity of liability of each person. If the liability actually assumed by a person jointly and severally liable exceeds the person's share of liability, the person shall be entitled to claim indemnities from other persons jointly and severally liable. The joint and several liability shall be governed by the provisions of laws or the agreements of the parties. Article 179 Civil liability shall be assumed primarily in the following manners: (1) Cessation of infringement. (2) Removal of obstacles. (3) Elimination of danger. (4) Restitution of property. (5) Restoration to the original condition. (6) Repair, reworking, or replacement. (7) Continued performance. (8) Compensation for loss. (9) Payment of liquidated damages. (10) Elimination of adverse effects and rehabilitation of reputation. (11) Making an apology. Where any law provides for punitive damages, such a law shall apply. The manners of assuming civil liability as set forth in this article may be applied alone or by a combination. Article 180 Where the non-performance of civil obligations is caused by a force majeure, no civil liability shall arise therefrom, except as otherwise provided for by any law. A force majeure means any objective circumstance that is unforeseeable, inevitable, and insurmountable. Article 181 Where any harm is caused by self-defense, no civil liability shall arise therefrom. Where self-defense exceeds the limit of necessity and causes undue harm, the person in self-defense shall assume appropriate civil liability. Article 182 Where any damage is caused by necessity to avoid a danger in emergency, the person causing the danger shall assume civil liability. Where the danger arises from any natural cause, the person acting to avoid the danger shall not assume civil liability, but may make appropriate indemnification. Where the act of avoiding a danger in emergency is inappropriate or exceeds the limit of necessity and causes undue harm, the person acting to avoid the danger shall assume appropriate civil liability. Article 183 Where a person suffers any harm in order to protect any other person's civil rights and interests, the tortfeasor shall assume civil liability, and the beneficiary may make appropriate indemnification. If there is no tortfeasor or the tortfeasor has fled or is unable to assume civil liability, the beneficiary shall make appropriate indemnification if the victim claims indemnification. Article 184 A person who voluntarily provides emergency assistance and causes harm to the recipient of assistance shall not assume civil liability. Article 185 A person who infringes upon the name, likeness, reputation, or honor of a hero or a martyr, among others, causing damage to the public interest, shall assume civil liability. Article 186 Where a party breaches a contract, causing damage to the other party's personal or property rights and interests, the aggrieved party shall be entitled to request the party to assume liability for breach of contract or assume tort liability. Article 187 Where a party to civil legal relations shall be held civilly, administratively, and criminally liable for the same act, the assumption of administrative liability or criminal liability does not affect the assumption of civil liability; and if the party's property is insufficient for payment, the property shall be used first for assumption of civil liability. Chapter IX Extinctive Prescription Article 188 An action instituted in a people's court for protection of civil rights is prescribed by three years, except as otherwise prescribed by any law. The prescriptive period shall be calculated from the day when the obligee knows or should have known that his or her right has been infringed upon and who the obligor is, except as otherwise provided for by any law. The people's court shall not offer protection if 20 years have elapsed since the infringement; but under special circumstances, the people's court may decide to extend the prescriptive period upon application of the obligee. Article 189 Where the parties have agreed on the installment performance of a debt, the prescriptive period shall be calculated from the day when the time limit for the last installment expires. Article 190 The prescriptive period of a claim of a person without or with limited capacity for civil conduct against his or her statutory agent shall be calculated from the day when the agency by operation of law is terminated. Article 191 The prescriptive period of a claim for damages of a minor who has suffered sexual assault shall be calculated from the day when the victim attains the age of eighteen. Article 192 When the prescriptive period expires, the obligor may use it as a defense for non-performance of obligations. Where the obligor agrees to perform after the prescriptive period expires, the obligor may not defend on the ground that the prescriptive period has expired; and if the obligor has voluntarily performed, no request for restitution may be made. Article 193 A people's court shall not apply the provisions on extinctive prescription of its own motion. Article 194 The prescriptive period shall be suspended if during the last six months of the period, a claim cannot be filed for any of the following obstacles: (1) A force majeure. (2) The person without or with limited capacity for civil conduct has no statutory agent, or his or her statutory agent dies, loses capacity for civil conduct, or loses the power conferred by laws. (3) The successor or legacy administrator has not been determined after the commencement of succession. (4) The obligee is controlled by the obligor or any other person. (5) Any other obstacle resulting in the obligee's failure to file a claim. The prescriptive period shall expire six months after the day when the obstacle causing the suspension is eliminated. Article 195 The prescriptive period interrupted under any of the following circumstances shall be recalculated from the time of interruption or conclusion of the relevant procedure: (1) The obligee requests the obligor's performance. (2) The obligor agrees to perform. (3) The obligee institutes an action or applies for arbitration. (4) Any other circumstance with equal effects as instituting an action or applying for arbitration. Article 196 The provisions on prescriptive period shall not apply to the following claims: (1) A claim for cessation of infringement, removal of obstacles, or elimination of danger. (2) The claim of a holder of a real right in an immovable or a registered real right in a movable for restitution of property. (3) A claim for payment of child support, support for elderly parents, or spousal support. (4) Any other claim to which the prescriptive period does not apply in accordance with the law. Article 197 The period, calculation method, and causes of suspension or interruption of extinctive prescription shall be provided for by laws, and any agreement between the parties in this respect shall be void. A party's prior renouncement of the benefit of prescription shall be void. Article 198 Where any law prescribes arbitration, such a law shall apply; otherwise, the provisions on extinctive prescription for actions shall apply. Article 199 Except as otherwise provided for by any law, the duration of rights such as the right of revocation and the right of rescission as granted by laws or agreed upon by the parties shall be calculated from the day when a right holder knows or should have known that such a right has arisen, and the provisions on the suspension, interruption, and extension of extinctive prescription shall not apply to the above duration. The right of revocation, right of rescission, and other rights shall be extinguished upon expiration of such duration. Chapter X Calculation of Time Periods Article 200 For the purposes of the civil law, a time period shall be calculated according to the Gregorian calendar by year, month, day, and hour. Article 201 Where a time period is calculated by year, month, and day, the first day of the period shall not be counted, and the period shall be counted from the next day. Where a time period is calculated by hour, the period shall be counted from the time specified by laws or agreed upon by the parties. Article 202 Where a time period is calculated by year and month, the corresponding date of the expiry month shall be the last day of the time period; or if there is no corresponding date, the last day of the expiry month shall be 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 legal holiday shall be the last day of the time period. The last day of a time period shall end at 24:00; or if business hours are applicable, the last day shall end at the closing hour. Article 204 Time periods shall be calculated in methods specified by this Code, except as otherwise provided for by any law or agreed upon by the parties. Book Two Real Rights Title One General Provisions Chapter I General Rules Article 205 This Book regulates civil relations arising from the attribution and use of property. Article 206 The state upholds and improves the co-development of multiple forms of ownership with public ownership playing a dominant role, the co-existence of multiple modes of distribution with distribution according to the amount of labor performed playing a dominant role, the system of socialist market economy, and other basic socialist economic regimes. The state consolidates and develops the public sector of the economy, and encourages, supports, and guides the development of the non-public sectors of the economy. The state implements the socialist market economy, and safeguards the equal legal status and development rights of all market players. Article 207 The real rights of the state, collectives, individuals, and other right holders shall be equally protected by law, and shall not be infringed upon by any organization or individual. Article 208 The creation, modification, transfer, or extinction of a real right in an immovable shall be registered in accordance with the provisions of laws. A real right in a movable shall be created or transferred upon delivery in accordance with the provisions of laws. Chapter II Creation, Modification, Transfer and Extinction of Real Rights Section 1 Registration of Immovables Article 209 The creation, modification, transfer, or extinction of a real right in an immovable shall become valid after it is registered in accordance with the law; it shall have no binding force if it is not registered in accordance with the law, except as otherwise provided for by any law. The ownership of natural resources belonging to the state in accordance with the law is not required to be registered. Article 210 An immovable shall be registered at the registration authority at the place where the immovable is located. The state implements the rules for the unified registration of immovables. The scope of unified registration, registration authorities and the measures for registration shall be provided for by laws and administrative regulations. Article 211 A party that applies for the registration of an immovable shall, based on different registration items, provide the certificate of ownership of the immovable and required materials such as those on the boundary and area of the immovable. Article 212 The registration authority shall perform the following duties: (1) Examining the certificate of ownership and other required materials provided by the applicant. (2) Inquiring the applicant about the relevant registration items. (3) Registering the relevant items based on facts and in a timely manner. (4) Performing other duties provided for by laws and administrative regulations. Where it is necessary to further prove the relevant situation of the immovable involved in the application for registration, the registration authority may require the applicant to submit additional materials, and may conduct on-site inspection when necessary. Article 213 The registration authority may not commit any of the following conduct: (1) Requiring the assessment of the immovable. (2) Conducting repeated registration in the name of annual inspection, among others. (3) Any other conduct beyond the scope of registration duties. Article 214 The creation, modification, transfer, or extinction of the real right in an immovable shall, if it shall be registered in accordance with the provisions of laws, become valid from the time when it is recorded in the register of immovables. Article 215 A contract entered into by the parties on the creation, modification, transfer, or extinction of the real right in an immovable shall become valid from the date when the contract is entered into, unless it is otherwise provided for by any law or agreed upon by the parties; and if the real right has not been registered, it shall not affect the validity of the contract. Article 216 The register of immovables is the basis for determining the attribution and content of a real right. The register of immovables shall be managed by the registration authority. Article 217 The certificate of ownership of an immovable is the certificate proving that the right holder is entitled to the real right in the immovable. The items recorded in the certificate of ownership of the immovable shall be consistent with those recorded in the register of immovables; in the case of any discrepancy, the item recorded in the register of immovables shall prevail, except that there is any evidence to prove that there is any error in the item. Article 218 The right holder or the interested party may apply for consulting or duplicating immovable registration materials, and the registration authority shall provide such materials. Article 219 The parties of interest shall not make public or illegally use the right holder's immovable registration materials. Article 220 The right holder or the interested party may apply for correction registration if it or he is of the opinion that there is any error in the item recorded in the register of immovables. If the right holder recorded in the register of immovables agrees to correction in a written form or has evidence to prove that there is any error in the registration item, the registration authority shall make correction. Where the right holder recorded in the register of immovables disagrees to the correction, the interested party may apply for opposition registration. If the registration authority grants the opposition registration, but the applicant fails to institute an action within 15 days from the date of opposition registration, the opposition registration shall cease to be effective. If the opposition registration is inappropriate and causes any damage to the right holder, the right holder may claim compensation for damages from the applicant. Article 221 Where a party enters into a property purchase agreement or an agreement on a real right in any other immovable, the party may, as agreed upon, apply to the registration authority for advance notice registration so as to guarantee the exercise of the real right in the future. After the advance notice registration, any disposal of the immovable without the consent of the right holder recorded in the advance notice registration shall produce no effect of real right. Where, after the advance notice registration, the creditor's right is extinguished or no application for the registration of the immovable is filed within 90 days from the date when the immovable can be registered, the advance notice registration shall cease to be effective. Article 222 Any party that provides false application materials for registration, thus causing any damage to another person, shall assume compensatory liability. Where the registration authority causes any damage to another person due to any error in registration, it shall assume compensatory liability. After making the compensation, the registration authority may recover the amount from the person causing the error in registration. Article 223 Immovable registration fees shall be collected on each piece, and may not be collected on the basis of the area or size of the immovable or in proportion to the price. Section 2 Delivery of Movables Article 224 The creation or transfer of the real right in a movable shall become valid upon delivery, except as otherwise provided for by any law. Article 225 The creation, modification, transfer, or extinction of the real right in a vessel, aircraft, or motor vehicle, among others, if it is not registered, shall not be set up against a bona fide third party. Article 226 Where the right holder has possessed a movable before the real right in the movable is created or transferred, the real right shall have binding force when the juridical act becomes valid. Article 227 Where a third party has possessed a movable before the real right in the movable is created or transferred, the person who is obliged to deliver the movable may transfer the right to request a third party to return the original property to replace the delivery. Article 228 Where it is agreed by the parties that the transferor continues to possess the movable when the real right in the movable is transferred, the real right shall have binding force from the time when the agreement becomes valid. Section 3 Other Provisions Article 229 Where a real right is created, modified, transferred, or extinguished in accordance with the legal document of a people's court or an arbitration institution or an expropriation decision made by a people's government, among others, it shall have binding force from the time when the legal document or expropriation decision, among others, becomes valid. Article 230 Where a real right is acquired through succession, it shall have binding force from the time of succession. Article 231 Where a real right is created or extinguished due to such factual behavior as lawful construction and demolition of buildings, it shall have binding force at the time when the factual behavior is committed. Article 232 Any disposal of the real right in an immovable enjoyed in accordance with the provisions of this Section shall produce no effect of real right if it is not registered as required by laws. Chapter III Protection of Real Rights Article 233 Where a real right is infringed upon, the right holder may have the matter settled by such means as conciliation, mediation, arbitration, and litigation. Article 234 Where any dispute arises over the attribution or content of a real right, the interested parties may file a claim for confirmation of the right. Article 235 With respect of the untitled possession of an immovable or movable, the right holder may file a claim for return of the original property. Article 236 Where a real right has been or may be interfered with, the right holder may file a claim for removal of interference or elimination of danger. Article 237 Where an immovable or movable is damaged, the right holder may file a claim for repair, rebuilding, replacement, or restoration to the original condition, in accordance with the law. Article 238 Where the infringement upon a real right causes any damage to the right holder, the right holder may file a claim for damages in accordance with the law, and may also file a claim for assumption of any other civil liability in accordance with the law. Article 239 The ways for the protection of a real right as provided for in this Chapter may be applied either separately or jointly, depending on the circumstance of the infringement upon the real right. Title Two Ownership Chapter IV General Rules Article 240 The owner of an immovable or movable has the right to possess, use, enjoy, and dispose of such an immovable or movable in accordance with the law. Article 241 The owner of an immovable or movable has the right to create usufructs and security interests on the immovable or movable. In exercising rights, the usufructuary or security interest holder may not damage the owner's rights and interests. Article 242 No organization or individual may acquire the ownership of an immovable or movable exclusively owned by the state as provided for by laws. Article 243 Land owned by collectives and buildings and other immovables of organizations or individuals may be expropriated in the interest of the public within the limits of power and under the procedures provided for by laws. Where land owned by collectives is expropriated, land compensation, resettlement subsidies, and compensation for rural villagers' houses, other fixtures on land, and young crops, among others, shall be paid in full amount in accordance with law, and social security expenses for the farmers whose land is expropriated shall be arranged for, in order to guarantee the farmers' daily lives and safeguard their lawful rights and interests. Where the buildings and other immovables of organizations or individuals are expropriated, indemnities for expropriation shall be given in accordance with the law, and the lawful rights and interests of the person whose land is expropriated shall be protected; and if the housing of individuals is expropriated, each individual's residential conditions shall also be guaranteed. No organization or individual may embezzle, misappropriate, privately divide, withhold, or default on the payment of indemnities for expropriation and other expenses. Article 244 The state provides special protection for arable land, strictly restricts the repurposing of farmland as land for construction, and controls the total amount of land for construction. No land owned by the collective may be expropriated beyond the limits of power or in violation of the procedures provided for by any law. Article 245 In order to meet such urgent needs as emergency rescue, disaster relief, and epidemic containment, the immovable or movable of an organization or individual may be requisitioned within the limits of power under the procedures as provided for by laws. After use, the requisitioned immovable or movable shall be returned to the organization or individual of which/whom the immovable or movable is requisitioned. If the immovable or movable of the organization or individual is requisitioned, or if it is damaged or lost after the requisition thereof, an indemnity shall be given. Chapter V State Ownership, Collective Ownership and Private Ownership Article 246 The property owned by the state as provided for by laws belong to the state, that is, the whole people. The State Council exercises the ownership of state-owned property on behalf of the state, except as otherwise provided for by any law. Article 247 All mineral resources, waters and sea areas belong to the state. Article 248 Uninhabited sea islands belong to the state, and the State Council exercises the ownership of uninhabited sea islands on behalf of the state. Article 249 Urban land belongs to the state. Land in rural areas and suburban areas owned by the state as provided for by laws belongs to the state. Article 250 Natural resources such as forests, mountains, grassland, waste land, and intertidal zones belong to the state, except that they are owned collectively as provided for by laws. Article 251 The wildlife resources owned by the state as provided for by laws belong to the state. Article 252 Radio-frequency spectrum resources belong to the state. Article 253 The cultural relics owned by the state as provided for by laws belong to the state. Article 254 Assets for national defense belong to the state. Infrastructures such as railways, highways, electric power facilities, telecommunications facilities, and oil and gas pipelines that are owned by the state as provided for by laws belong to the state. Article 255 State organs are entitled to possess and use the immovables and movables directly under their control and to dispose of them in accordance with laws and the relevant provisions issued by the State Council. Article 256 The public institutions sponsored by the state are entitled to possess and use the immovables and movables directly under their control and to enjoy and dispose of them in accordance with laws and the relevant provisions issued by the State Council. Article 257 With respect to the enterprises invested by the state, the State Council and local people's governments shall, in accordance with the provisions of laws and administrative regulations, perform the duties of investors on behalf of the state, and enjoy the rights and interests of investors. Article 258 The property owned by the state shall be protected by law, and no organization or individual may embezzle, loot, privately divide, withhold, or destroy them. Article 259 The institutions performing the duties of administration and supervision of state-owned property and their staff members shall, in accordance with the law, strengthen the administration and supervision of state-owned property, promote the value preservation and increment of state-owned property, and prevent the loss of state-owned property; and whoever abuses power or neglects duty, causing any loss of state-owned property, shall assume legal liability in accordance with the law. Whoever, in violation of the provisions on the management of state-owned property, causes any loss of state-owned property by transferring it at a low price, privately dividing it in collusion with others, using it as security without approval or by other means in the course of enterprise restructuring, business combination or division, or affiliated transaction, among others, shall assume legal liability in accordance with the law. Article 260 The immovables and movables owned by a collective include: (1) land, forests, mountains, grassland, waste land and intertidal zones owned by the collective as provided for by laws; (2) buildings, production facilities, and water conservancy facilities of farmland that are owned by the collective; (3) educational, scientific, cultural, public health, sports, and other facilities that are owned by the collective; and (4) other immovables and movables owned by the collective. Article 261 The immovables and movables owned by a farmers' collective belong to all the members of the collective. The following matters shall be subject to decision-making by the members of the collective under statutory procedures: (1) Land contracting plan, and offering land to organizations or individuals for agricultural operations other than those belonging to the collective. (2) Adjustment of the contracted land among the holders of a conventional usufruct on rural land for agricultural operations. (3) Measures for the use and distribution of land compensation and other expenses. (4) Such matters as change in the ownership of any enterprise invested by the collective. (5) Other matters provided for by laws. Article 262 The ownership of collectively-owned land, forest, mountain, grassland, waste land or intertidal zone, among others, shall be exercised in accordance with the following provisions: (1) If it is owned by a farmers' collective of a village, the ownership shall be exercised by a collective economic organization or the villagers' committee of the village on behalf of the collective in accordance with the law. (2) If it is owned by two or more farmers' collectives of a village, the ownership shall be exercised by all the collective economic organizations or the villagers' groups of the village on behalf of the collective in accordance with the law. (3) If it is owned by a farmers' collective of a township or town, the ownership shall be exercised by a collective economic organization of the township or town on behalf of the collective. Article 263 An urban collective has the right to possess, use, enjoy, and dispose of any immovable or movable owned by it in accordance with the provisions of laws and administrative regulations. Article 264 A rural collective economic organization, villager's committee or villagers' group shall publicize the status of the property owned by the collective to the members of the collective in accordance with laws, administrative regulations, its articles of association, village rules and villagers' agreements. Members of the collective have the right to consult and duplicate the relevant materials. Article 265 The property owned by a collective shall be protected by law, and no organization or individual may encroach upon, loot, privately divide, or destroy such property. Where a decision made by a rural collective economic organization, or a villagers' committee or by the person in charge thereof infringes upon the lawful rights and interests of any member of the collective, such a member may request the people's court to revoke such a decision. Article 266 An individual shall have the ownership of his or her lawfully earned income, buildings, articles for daily use, means of production, raw materials, and other immovables and movables. Article 267 An individual's lawful property shall be protected by law, and no organization or individual may encroach upon, loot, or destroy it. Article 268 The state, any collective or individual may, in accordance with the law, make investment to form a limited liability company, a joint stock company, or any other enterprise. If the immovable or movable owned by the state, the collective or an individual is invested in an enterprise, the investor shall enjoy such rights as obtaining asset returns, making major decisions and selecting business managers, and shall perform duties as agreed upon or in proportion to the amount of investment. Article 269 A for-profit legal person has the right to possess, use, enjoy, and dispose of its immovables and movables in accordance with laws and administrative regulations as well as its bylaws. The rights enjoyed by a legal person other than for-profit legal persons over its immovables and movables shall be governed by the provisions of relevant laws and administrative regulations as well as its bylaws. Article 270 The immovables and movables legally owned by social organization legal persons and legal persons making donations shall be protected by law. Chapter VI Owners' Separate Ownership in a Building Article 271 The owners have the ownership of private portions within a building, such as housing units and commercial units, and have the right to co-own and jointly manage the common portions other than the private portions. Article 272 The owners have the right to possess, use, enjoy, and dispose of the private portions of a building. No owner may, in exercising rights, endanger the safety of the building or infringe upon the lawful rights and interests of any other owner. Article 273 An owner shall enjoy the rights and fulfill the obligations over the common portions other than the private portions of a building, and may not refuse to fulfill the obligations on the excuse of waiver of rights. When an owner transfers its housing unit or commercial unit within a building, the owner's right to co-own and jointly manage the common portions shall be transferred along with it. Article 274 The roads within the zoning lot shall be co-owned by owners, except those belonging in the public roads of a city or town. The green spaces within the zoning lot shall be co-owned by owners, except those belonging in the public green spaces of a city or town or, as it is clearly indicated, belonging to individuals. Other public spaces, public facilities and buildings used for property management services within the zoning lot shall be co-owned by owners. Article 275 In the zoning lot, the attribution of the planned parking spaces and garages shall be agreed upon by the parties by such means as sale, additional gift, and lease. The roads or other spaces co-owned by the owners, which are used for parking vehicles, shall belong to all the owners. Article 276 In the zoning lot, the planned parking spaces and garages shall first be used to meet the needs of the owners. Article 277 The owners may establish an owners' assembly to elect an owners' committee. The specific conditions and procedures for the establishment of the owners' assembly and owners' committee shall be governed by the provisions of laws and regulations. The relevant departments of local people's governments and neighborhood committees shall provide guidance and assistance for the establishment of the owners' assembly and the election of the owners' committee. Article 278 The following matters shall be decided on by all the owners: (1) Developing and amending the rules of procedures of the owners' assembly. (2) Developing and amending management rules and agreements. (3) Electing the owners' committee or replacing members of the owners' committee. (4) Selecting or dismissing the property management service enterprise or any other manager. (5) Using funds for the maintenance of a building and its ancillary facilities. (6) Raising funds for the maintenance of a building and its ancillary facilities. (7) Transforming and reconstructing a building and its ancillary facilities. (8) Changing the use of common portions or using common portions to conduct business activities. (7) Other major matters relating to co-ownership and joint management rights. The matters to be decided on by all the owners shall be voted on by two-thirds or more of all the owners, provided that the area of private portions owned by such owners accounts for two-thirds or more of the total area. The decisions on the matters set out in subparagraphs (6) through (8) of the preceding paragraph shall be subject to the consent of three quarters or more of the owners participating in the voting, provided that the area of private portions owned by such owners accounts for three quarters or more of the total area. The decisions on other matters set out in the preceding paragraph shall be subject to the consent of over a half of the owners participating in the voting, provided that the area of private portions owned by such owners accounts for over a half of the total area. Article 279 No owner may change a housing unit into a commercial unit in violation of any law, regulation or management rule or agreement. If an owner intends to change a housing unit into a commercial unit, the owner shall, in addition to observing laws, regulations and management rules and agreements, obtain the consensus of the owners that have an interest in the change. Article 280 The decisions made by an owners' assembly or an owners' committee are legally binding upon all the owners. Where any decision made by the owners' assembly or the owners' committee infringes upon the lawful rights and interests of any owner, such an owner may request a people's court to revoke the decision. Article 281 The funds for the maintenance of a building and its ancillary facilities are co-owned by owners, which, upon their common decision, may be used for maintaining, renovating and reconstructing the common portions such as elevators, roofs, outer walls, and barrier-free facilities. The information on the raising and use of funds for the maintenance of a building and its ancillary facilities shall be published on a periodical basis. Where a building and its ancillary facilities need to be repaired in case of emergency, the owners' assembly or the owners' committee may apply for the use of funds for the maintenance of a building and its ancillary facilities in accordance with the law. Article 282 The income derived from the use of common portions of the owners by the project owner, property management service enterprise or any other manager, among others, after the deduction of reasonable costs, shall belong to all the owners. Article 283 Where there is an agreement on such matters as the apportioning of expenses for a building and its ancillary facilities and the distribution of proceeds therefrom, such an agreement shall prevail; in the absence of such an agreement or if such an agreement is ambiguous, such matters shall be determined based on the proportion of the area of the owners' private portions to the total area of the building. Article 284 The owners may manage the building and its ancillary facilities by themselves, or entrust a property management service enterprise or any other manager to do so. The owners have the right to legally replace the property management service enterprise or any other manager retained by the project owner. Article 285 The property management service enterprise or any other manager shall, as authorized by the owners, manage the building and its ancillary facilities within the zoning lot according to the provisions of Book Three of this Code governing property management service contracts, accept the supervision from the owners, and give replies to the inquiries made by the owners on property management services in a timely manner. The property management service enterprise or any other manager shall execute the emergency response measures and other management measures legally taken by the government, and actively cooperate in the relevant work. Article 286 The owners shall abide by laws, regulations and management rules and agreements, and their relevant acts shall comply with the requirements for the conservation of resources and the protection of ecology and environment. The owners shall, in accordance with the law, cooperate with the property management service enterprise or any other manager in the execution of emergency response measures and other management measures legally taken by the government. With respect to any act that damages the lawful rights and interests of any other person, such as discarding wastes at will, discharging pollutants, making noises, feeding animals in violation of the relevant provisions, illegally building shelters, occupying passages, and refusing to pay property management fees, the owners' assembly or the owners' committee has the right to request the actor to cease the infringement, remove the obstacles, eliminate the danger, restore to the original conditions, and compensate for the losses in accordance with the relevant laws, regulations, and management rules and agreements. Where the owner or any actor refuses to fulfill relevant obligations, the relevant party may file a report or complaint with the relevant administrative department, and the relevant administrative department shall handle it in accordance with the law. Article 287 An owner whose lawful rights and interests are infringed upon by the project owner, a property management service enterprise, any other manager, or any other owner has the right to request the latter to assume civil liability. Chapter VII Neighboring Relations Article 288 The right holders of neighboring immovables shall properly handle their neighboring relations under the principles of being conducive to production, convenience for daily life, unity and mutual assistance, and fairness and rationality. Article 289 Where the handling of neighboring relations is provided for any by law or regulation, the provisions thereof shall prevail; or if the law or regulation is silent, such relations may be handled according to local customs. Article 290 The right holder of an immovable shall provide necessary convenience for water use and drainage by the right holder of the neighboring immovable. Natural running water shall be rationally used by the right holders of neighboring immovables. The natural flow shall be observed with respect to the drainage of natural running water. Article 291 The right holder of an immovable shall provide necessary convenience if the right holder of a neighboring immovable has to use the land thereof for passage or any other purpose. Article 292 Where the right holder of an immovable has to use the neighboring land or building for constructing or maintaining a building, or laying wires, cables, water pipes, heating pipelines, or fuel gas pipelines, among others, the right holder of such land or building shall provide necessary convenience. Article 293 In the construction of a building, the relevant engineering construction standards of the state shall not be violated, and the ventilation, light and sunshine of the neighboring building shall not be interfered with. Article 294 The right holder of an immovable shall not, in violation of the provisions issued by the state, discard solid waste, discharge air, water, or soil pollutants, make noise, produce optical or electromagnetic radiation, or discharge other hazardous substances. Article 295 The right holder of an immovable shall not endanger the safety of the neighboring immovable when excavating land, constructing a building, laying pipelines, or installing equipment, among others. Article 296 Where the right holder of an immovable uses the neighboring immovable for water use, drainage, passage, laying pipelines, or any other purpose, the right holder shall do the best to avoid causing any damage to the right holder of the neighboring immovable. Chapter VIII Co-ownership Article 297 Immovables or movables may be co-owned by two or more organizations or individuals. Co-ownership consists of divided co-ownership and undivided co-ownership. Article 298 Co-owners in divided co-ownership have the ownership of a co-owned immovable or movable in proportion to their shares. Article 299 Co-owners in undivided co-ownership jointly enjoy the ownership of a co-owned immovable or movable. Article 300 Co-owners shall manage the co-owned immovable or movable as agreed upon; in the absence of such an agreement or if such an agreement is ambiguous, all co-owners have the management rights and obligations. Article 301 The disposal or major repair, or modification of nature or use of a co-owned immovable or movable shall be subject to the consent of co-owners in divided co-ownership holding two-thirds or more of shares or all co-owners in undivided co-ownership, unless it is otherwise agreed upon by the co-owners. Article 302 Where the co-owners have agreed upon the fees for managing the co-owned property and other expenses, such an agreement shall apply; in the absence of such an agreement or if such an agreement is ambiguous, such expenses shall be borne by co-owners in divided co-ownership in proportion to their shares, or be jointly borne by co-owners in undivided co-ownership. Article 303 Where the co-owners have agreed not to partition the co-owned immovable or movable in order to maintain the co-ownership, such an agreement shall prevail; however, a co-owner that has any material reason for partition may request partition; in the absence of such an agreement or if the agreement is ambiguous, a co-owner in divided ownership may request partition at any time, while a co-owner in undivided ownership may request partition only if the basis for co-ownership has ceased to exist or partition is justified by any material reason. If the partition causes any damage to any other co-owner, compensation shall be made. Article 304 Co-owners may determine the way of partition through consultation. If no agreement is reached and the co-owned immovable or movable may be partitioned without reducing its value, the property shall be partitioned; if it is difficult to partition the property or the partition will decrease its value, the proceeds obtained from the conversion into money, auction or sell-off of the immovable or movable shall be distributed. Where the immovable or movable obtained by a co-owner through partition has any defect, other co-owners shall share the losses. Article 305 A co-owner in divided co-ownership may transfer its share of the co-owned immovable or movable. Other co-owners have the preemptive right under equal conditions. Article 306 A co-owner in divided co-ownership that transfers its share of a co-owned immovable or movable shall notify other co-owners of the conditions for transfer in a timely manner. Other co-owners shall exercise the preemptive right within a reasonable period. Where two or more other co-owners claim the exercise of the preemptive right, they shall determine their respective purchase ratio through consultation; if such consultation fails, they shall exercise the preemptive right in proportion to their respective shares at the time of transfer. Article 307 In external relations, the co-owners shall have joint and several rights and obligations arising from the co-owned immovable or movable, unless it is otherwise provided for by any law or a third party knows that the co-owners do not have joint and several rights and obligations; in internal relations among the co-owners, unless it is otherwise agreed upon by the co-owners, the co-owners in divided co-ownership shall have joint and several rights and obligations in proportion to their shares, while the co-owners in undivided ownership shall jointly have rights and obligations. A co-owner in divided ownership that pays the debt in excess of its share has the right to recover the overpaid amount from other co-owners. Article 308 Where the co-owners fail to agree that the co-owned immovable or movable is subject to divided co-ownership or undivided co-ownership, or such an agreement is ambiguous, the ownership shall be deemed as divided ownership, unless the co-owners are of a family or have other relations. Article 309 Where the co-owners in divided co-ownership fail to agree on the shares of the co-owned immovable or movable or such an agreement is ambiguous, the shares shall be determined based on their amount of investment. If the amount of investment cannot be determined, it shall be deemed that they have equal shares. Article 310 The provisions of this Chapter shall apply, mutatis mutandis, to usufruct or security interest enjoyed by two or more organizations or individuals. Chapter IX Special Provisions on the Obtainment of Ownership Article 311 Where a person transfers to the transferee an immovable or movable which such a person has no right to dispose of, the owner has the right to recover the immovable or movable; except as otherwise provided for by any law, the transferee shall obtain the ownership of the immovable or movable under any of the following circumstances: (1) The transferee is in good faith when accepting the transferred immovable or movable. (2) The transfer is made at a reasonable price. (3) The transferred immovable or movable has been registered as provided for by laws, or has been delivered to the transferee if no registration is required. Where the transferee obtains the ownership of the immovable or movable in accordance with the provisions of the preceding paragraph, the original owner has the right to claim compensation for damages from the person that has no right to dispose of the immovable or movable. The preceding two paragraphs shall apply, mutatis mutandis, to a party's obtainment of any other real right in good faith. Article 312 The owner or any other right holder has the right to recover lost property. If the lost property is possessed by any other person through transfer, the holder has the right to claim compensation for damages from the person that has no right to dispose of the lost property, or request the transferee to return the original property within two years from the date when he knows or should have known the transferee; however, if the lost property is purchased by the transferee through auction or from a qualified trader, the right holder shall, when requesting the transferee to return the original property, compensate the transferee for the expenses the latter has paid for the property. After compensating the transferee for the expenses the latter has paid for the property, the holder has the right to recover the amount from the person that has no right to dispose of the property. Article 313 After the transferee in good faith obtains a movable, the original rights on the movable shall be extinguished, unless the transferee in good faith knows or should have known such rights at the time of transfer. Article 314 A person who finds the lost property shall return it to the right holder. The finder shall, in a timely manner, notify the right holder to take the property back, or deliver it to the public security organ or any other relevant department. Article 315 Where the relevant department that receives the found property knows the right holder of the property, it shall, in a timely manner, notify the right holder to take the property back; otherwise, it shall publish a notice on the finding of the lost property in a timely manner. Article 316 Lost property shall be properly kept by the finder before it is handed over to the relevant department and by the relevant department before it is taken back. Whoever causes any damage to or loss of the lost property intentionally or for gross negligence shall assume the civil liability. Article 317 The right holder shall, when taking back the found property, pay to the finder or the relevant department the necessary expenses such as the cost for the safekeeping of the property. The right holder that offers a reward to find the lost property shall fulfill his or her obligation as promised when taking the property back. A finder that illegally possesses the found property shall have no right to claim the expenses paid for the safekeeping of the property, among others, or to request the right holder to fulfill the obligation as promised. Article 318 Lost property shall belong to the state if it is not claimed within one year from the date when the notice of the finding of the lost property is published. Article 319 The provisions on the finding of lost property shall apply, mutatis mutandis, to the finding of drifting property, or buried or hidden property, except as otherwise provided for by any law. Article 320 Where the principal property is transferred, the accessory property shall be transferred along with it, except as otherwise agreed by the parties. Article 321 Natural fruits shall be obtained by the owner; if there are both the owner and the usufructuary, natural fruits shall be obtained by the usufructuary. If it is otherwise agreed upon by the parties, their agreement shall prevail. Where the parties have agreed on legal fruits, the fruits shall be obtained as agreed upon; in the absence of such an agreement or if such an agreement is ambiguous, the fruits shall be obtained according to the usage of trade. Article 322 Where there is an agreement on the attribution of the property arising from processing, attachment, or mixing, such an agreement shall prevail; in the absence of such an agreement or if such an agreement is ambiguous, the ownership shall be determined in accordance with the provisions of laws; if it is not provided for by laws, the ownership shall be determined under the principles of maximum use of the property and protection of innocent parties. If one party's fault or the determination of attribution of the property has caused any damage to the other party, compensation shall be made. Title Three Usufruct Chapter X General Rules Article 323 A usufructuary shall, in accordance with the law, have the right to possess, use and enjoy the immovable or movable owned by any other person. Article 324 An organization or individual may, in accordance with the law, possess, use and enjoy the natural resources that are owned by the state, or owned by the state but are used by the collective, or owned by the collective as provided for by laws. Article 325 The state implements the rules for the compensated use of natural resources, except as otherwise provided for by any law. Article 326 A usufructuary exercising rights shall comply with the provisions of laws on the protection, reasonable exploitation and utilization of resources, and the protection of ecology and environment. The owner shall not interfere with the exercise of rights by the usufrustuary. Article 327 Where an immovable or movable is expropriated or requisitioned, which results in the extinction of the usufruct or affects the use of usufruct, the usufructuary has the right to compensation according to Articles 243 and 245 of this Code. Article 328 The right to use sea areas that is obtained in accordance with law shall be protected by law. Article 329 The mineral exploration right, the mining right, the water intake right and the right to use water areas or intertidal zones for aquaculture or fishery, which are obtained in accordance with the law, shall be protected by law. Chapter XI Conventional Usufruct on Rural Land for Agricultural Operations Article 330 Rural collective economic organizations shall implement the two-level management system characterized by the combination of centralized operation with decentralized operation on the basis of household contracted management. The system of land contracting for agricultural operations shall, in accordance with the law, be applied to arable land, forest land, grassland and other land for agricultural use, which are owned by farmers collectively or owned by the state but are used by farmers collectively. Article 331 The holder of a conventional usufruct on rural land for agricultural operations shall, in accordance with the law, have the right to possess, use, and enjoy the arable land, forest land, grassland, among others, which are under their contracting for agricultural operations, and shall have the right to engage in agricultural production, including but not limited to crop cultivation, forestry and animal husbandry. Article 332 The term of a usufruct on arable land shall be 30 years. The term of a usufruct on grassland shall range from 30 years to 50 years. The term of a usufruct on forest land shall range from 30 years and 70 years. The term of a usufruct set out in the preceding paragraph may be renewed upon expiration by the holder of a conventional usufruct on rural land for agricultural operations in accordance with the provisions of laws on the contracting of rural land. Article 333 A conventional usufruct on rural land for agricultural operations shall be created from the date when the contract for the usufruct on rural land for agricultural operations becomes valid. The registration authority shall issue to the holder of a conventional usufruct on rural land for agricultural operations the certificate of a conventional usufruct on rural land for agricultural operations, a certificate of a forest right, or any other certificate for such a purpose, and register it in archives to confirm the conventional usufruct on rural land for agricultural operations. Article 334 The holder of a conventional usufruct on rural land for agricultural operations shall have the right to exchange and transfer the conventional usufruct on rural land for agricultural operations in accordance with the provisions of laws. No contracted land may be used for non-agricultural construction without approval in accordance with the law. Article 335 In case of the exchange or transfer of the conventional usufruct on rural land for agricultural operations, the party may apply to the registration authority for registration; and if it is not registered, it shall not be set up against a bona fide third party. Article 336 During the term of a usufruct, the landowner shall not adjust the contracted land. When the contracted arable land or grassland needs to be adjusted appropriately due to special circumstances, such as serious damage to the contracted land or grassland caused by a natural disaster, the matter shall be handled in accordance with the provisions of laws on the contracting of rural land. Article 337 During the term of a usufruct, the landowner may not recover the contracted land, except as otherwise provided for by any law. Article 338 Where the contracted land is expropriated, the holder of a conventional usufruct on rural land for agricultural operations has the right to compensation in accordance with Article 243 of this Code. Article 339 The holder of a conventional usufruct on rural land for agricultural operations may, at its own discretion, circulate the land operating right to others by leasing, contribution for shares, or other means in accordance with the law. Article 340 The holder of the land operating right has the right to occupy rural land, carry out agricultural production and operation independently, and obtain proceeds, during the period as agreed upon in the contract. Article 341 The land operating right with a circulation period of five years or more shall be created when the circulation contract becomes valid. A party may apply to the registration authority for the registration of the land operating right; and if it is not registered, it shall not be set up against a bona fide third party. Article 342 Where rural land is contracted by bidding, auction, open consultation, or other means, and the certificate of ownership has been obtained upon registration in accordance with the law, the land operating right may be legally circulated by leasing, contribution for shares, mortgage, or other means. Article 343 The relevant provisions of this Book shall apply, mutatis mutandis, to the contracting of land for agricultural use owned by the state for agricultural operations. Chapter XII Right to Use Land for Construction Article 344 The holder of the right to use land for construction shall, in accordance with the law, have the right to possess, use and enjoy the land owned by the state, and shall have the right to use such land to construct buildings, structures and their ancillary facilities. Article 345 The right to use land for construction may be created separately on the surface of, above or under the ground. Article 346 The right to use land for construction shall be created in compliance with the requirements for the conservation of resources and protection of ecological environment, and the provisions of laws and administrative regulations on land use, and shall not damage the usufruct that has already been created. Article 347 The right to use land for construction may be created by assignment, allocation, or other means. Where land is used for industrial, commercial, tourist, or entertaining purposes, constructing commercial residential buildings, or for other profit-making purposes, or two or more persons are willing to use the same tract of land, the right to use land for construction shall be assigned through bidding, auction, or other open bidding methods. The creation of the right to use land for construction by means of allocation shall be strictly controlled. Article 348 Where the right to use land for construction is created through bidding, auction, agreement, or by other means of assignment, the parties shall enter into a written contract on the assignment of the right to use land for construction. The contract on the assignment of the right to use land for construction shall generally include the following clauses: (1) Names and domiciles of the parties. (2) The boundary and area, among others, of the land. (3) The space occupied by buildings, structures and their ancillary facilities. (4) Use of the land and conditions for planning. (5) Term of the right to use land for construction. (6) Land transaction fees and other expenses and the methods for the payment thereof. (7) Methods for the resolution of disputes. Article 349 For the creation of the right to use land for construction, an application for the registration of the right to use land for construction shall be filed with the registration authority. The right to use land for construction shall be created at the time of registration. The registration authority shall issue a certificate of ownership to the holder of the right to use land for construction. Article 350 The holder of the right to use land for construction shall make rational use of the land, and shall not change the use of the land; and if the use of the land needs to be changed, it shall be subject to the approval of the relevant administrative department in accordance with the law. Article 351 The holder of the right to use land for construction shall pay land transaction fees and other expenses according to the provisions of laws and as agreed upon in the contract. Article 352 The ownership of the buildings, structures and their ancillary facilities constructed by the holder of the right to use land for construction shall belong to the holder of the right to use land for construction, unless it is otherwise proved by contrary evidence. Article 353 The holder of the right to use land for construction has the right to transfer, exchange, contribute as capital, gift, or mortgage the right to use land for construction, except as otherwise provided for by any law. Article 354 Where the right to use land for construction is transferred, exchanged, contributed as capital, gifted, or mortgaged, the parties shall enter into a corresponding contract in a written form. The use term shall be agreed upon by the parties, provided that it shall not exceed the remaining term of the right to use land for construction. Article 355 Where the right to use land for construction is transferred, exchanged, contributed as capital, or gifted, an application for modification registration shall be filed with the registration authority. Article 356 Where the right to use land for construction is transferred, exchanged, contributed as capital, or gifted, the buildings, structures and their ancillary facilities on the land shall be disposed of along with the right. Article 357 Where buildings, structures and their ancillary facilities are transferred, exchanged, contributed as capital, or gifted, the right to use land for construction within the area occupied by such buildings, structures and their ancillary facilities shall be disposed of along with them. Article 358 Where, before the expiration of the term of the right to use land for construction, the land needs to be recovered in advance in the interest of the public, indemnities for the buildings and other immovables on the land shall be given in accordance with Article 243 of this Code, and the corresponding land transaction fees shall be refunded. Article 359 The term of the right to use land for the construction of housing units shall be automatically renewed upon expiration. The payment, reduction or exemption of the renewal fee shall be handled in accordance with the provisions of laws and administrative regulations. The term of the right to use land not for the construction of housing units shall be renewed upon expiration in accordance with the provisions of laws. If there is an agreement on the attribution of buildings and other immovables on the aforesaid land, such an agreement shall prevail; in the absence of such an agreement or if such an agreement is ambiguous, the ownership shall be determined in accordance with the provisions of laws and administrative regulations. Article 360 Where the right to use land for construction is extinguished, the assignor shall undergo deregistration in a timely manner. The registration authority shall take back the ownership certificate. Article 361 Where a tract of land owned by the collective is to be used for construction, the matter shall be handled according to the provisions of laws on land administration. Chapter XIII Right to Use Rural Land as a Residential Lot Article 362 The holder of the right to use rural land as a residential lot shall, in accordance with the law, have the right to possess and use collectively-owned land, and use the land for constructing houses and their ancillary facilities. Article 363 The laws on land administration and the relevant provisions issued by the state shall apply to the acquisition, exercise and transfer of the right to use rural land as a residential lot. Article 364 When rural land as a residential lot is destroyed or lost due to a natural disaster or any other reason, the right to use rural land as a residential lot is extinguished. New rural land as a residential lot shall be allocated to the villagers who have lost their rural land as a residential lot in accordance with the law. Article 365 Where the registered right to use rural land as a residential lot is transferred or extinguished, modification registration or deregistration shall be undergone in a timely manner. Chapter XIV Right of Habitation Article 366 As agreed upon in a contract, a person having a right of habitation enjoys the usufruct to occupy and use another's housing unit so as to meet the needs of living. Article 367 To create a right of habitation, the parties shall enter into a contract on the right of habitation in a written form. The contract on the right of habitation shall generally include the following clauses: (1) Names or titles, and domiciles of the parties. (2) Location of the housing unit. (3) The conditions and requirements for habitation. (4) Term of the right of habitation. (5) Methods for the resolution of disputes. Article 368 The right of habitation shall be created free of charge, unless it is otherwise agreed upon by the parties. If the right of habitation is created, an application for the registration of the right of habitation shall be filed with the registration authority. The right of habitation is created at the time of registration. Article 369 The right of habitation may not be transferred or inherited. A housing unit with the right of habitation created shall not be leased, unless it is otherwise agreed upon by the parties. Article 370 The right of habitation is extinguished when the term of the right of habitation expires or the person having the right of habitation dies. If the right of habitation is extinguished, deregistration shall be undergone in a timely manner. Article 371 The relevant provisions of this Chapter shall apply, mutatis mutandis, to the creation of the right of habitation by testament. Chapter XV Servitude Article 372 The owner of the land to which the servitude is owed has the right to use another's immovable as agreed upon in the contract, so as to enhance the benefits of its own immovable. For the purposes of the preceding paragraph, another's immovable is the servient land, and one's own immovable is the dominant land. Article 373 To create servitude, the parties shall enter into a servitude contract in a written form. The servitude contract shall generally include the following clauses: (1) Names or titles, and domiciles of the parties. (2) Locations of the servient land and dominant land. (3) Purposes and methods of use. (4) Term of servitude. (5) Fees and methods for the payment thereof. (6) Methods for the resolution of disputes. Article 374 Servitude is created when the servitude contract becomes valid. If the parties request registration, they may apply to the registration authority for the registration of servitude; and if it is not registered, it shall not be used to set up against a bona fide third party. Article 375 The owner of the servient land shall, as agreed upon in the contract, allow the owner of the land to which the servitude is owed to use its immovable, and shall not interfere with the latter's exercise of servitude. Article 376 The owner of the land to which the servitude is owed shall use the servient land according to the purposes and methods of use as agreed upon in the contract and to reduce as much as possible the restrictions on the real right of the owner of the servient land. Article 377 The term of servitude shall be agreed upon by the parties, provided that it shall not exceed the remaining term of usufruct, such as the conventional usufruct on rural land for agricultural operations and the right to use land for construction. Article 378 Where the landowner enjoys or is burdened by servitude, when the conventional usufruct on rural land for agricultural operations, the right to use rural land as a residential lot, or any other usufruct is created, the usufructuary shall continue to enjoy or be burdened by the created servitude. Article 379 Where the conventional usufruct on rural land for agricultural operations, the right to use land for construction, the right to use rural land as a residential lot, or any other usufruct has been created on land, the landowner shall not create servitude without the consent of the usufructuary. Article 380 Servitude shall not be transferred separately. If the conventional usufruct on rural land for agricultural operations, or the right to use land for construction, among others, is transferred, servitude shall be transferred along with it, unless it is otherwise agreed upon in the contract. Article 381 Servitude shall not be mortgaged separately. If the usufruct on rural land for agricultural operations, or the right to use land for construction, among others, is mortgaged, servitude shall be transferred along with it when mortgage is exercised. Article 382 When the dominant land and the conventional usufruct on rural land for agricultural operations or the right to use land for construction thereon, among others, is partially transferred, if servitude is involved in the transferred part, the transferee shall enjoy the servitude at the same time. Article 383 When the servient land and the conventional usufruct on rural land for agricultural operations or the right to use land for construction thereon, among others, is partially transferred, if servitude is involved in the transferred part, the servitude shall be legally binding upon the transferee. Article 384 Where the owner of the land to which the servitude is owed falls under any of the following circumstances, the owner of the servient land has the right to rescind the servitude contract, and servitude is extinguished. (1) Abusing servitude in violation of the provisions of any law or those agreed upon in the contract. (2) Failing to pay fees for the compensated use of the servient land after being urged to do so for two times within a reasonable period, after the expiration of the agreed term for payment. Article 385 Where a registered servitude is modified, transferred, or extinguished, modification registration or deregistration shall be undergone in a timely manner. Title Four Security Interests Chapter XVI General Rules Article 386 The security interest holder shall, in accordance with the law, have the priority of compensation made from the property posted as security if the debtor fails to pay the due debt or falls under any circumstance where security interest shall be exercised as agreed upon by the parties, except as otherwise provided for by any law. Article 387 The creditor may, in loans, sales or other civil activities, create security interest in accordance with the provisions of this Code and other laws, if security is required to guarantee the performance of obligation. A third party that provides security to the creditor for the debtor may require the debtor to provide counter guarantee. The relevant provisions of this Code and other laws shall apply to counter guarantee. Article 388 For the creation of security interest, a contract on the provision of security shall be entered into in accordance with the provisions of this Code and other laws. Contracts on the provision of security include mortgage contracts, pledge contracts and other contracts with security functions. A contract on the provision of security is a collateral contract of the master contract on obligations. When the master contract on obligations ceases to be effective, the contract on the provision of security shall cease to be effective accordingly, except as otherwise provided for by any law. After a contract on the provision of security is confirmed null and void, if the debtor, the guarantor and the creditor are at fault, they shall assume corresponding civil liability in light of their respective fault. Article 389 The scope of security interest covers the principal claim and the interest therefrom, default fine, compensation for damages, and the expenses for keeping the property posted as security and for exercising security interest. If it is otherwise agreed upon by the parties, such an agreement shall prevail. Article 390 Where the property posted as security is damaged, lost, or expropriated, among others, during the term of provision of security, the security interest holder has the priority of compensation made with the insurance money, compensatory damages, or indemnity, among others. The insurance money, compensatory damages, or indemnity, among others, may also be set aside before the term for performing the obligation as secured expires. Article 391 Where a security is provided by a third party, if the creditor permits the debtor's transfer of all or part of its obligations without the written consent of the third party, the guarantor shall no longer assume the corresponding suretyship. Article 392 Where both property posted as security and suretyship are provided to secure a creditor's right, if the debtor fails to pay the due debt or falls under any circumstance where security interest shall be exercised as agreed upon by the parties, the creditor shall exercise the creditor's right as agreed; in the absence of such an agreement or if such an agreement is ambiguous, if the debtor itself or himself provides a property as security, the creditor shall first exercise the creditor's right with such a property; if a third party provides a property as security, the creditor may either exercise the creditor's right with such a property or claim the guarantor's assumption of suretyship. The third party has the right of recourse against the debtor after performing the suretyship. Article 393 Security interest is extinguished under any of following circumstances: (1) The principal claim is extinguished. (2) The security interest is exercised. (3) The creditor waives the security interest. (4) Any other circumstance where security interest shall be extinguished as provided for by any law. Chapter XVII Mortgage Section 1 Ordinary Mortgage Article 394 Where, for securing the performance of an obligation, the debtor or a third party mortgages a property to the creditor instead of transferring the possession of such a property, if the debtor fails to pay the due debt or falls under any circumstance where mortgage shall be exercised as agreed upon by the parties, the creditor shall have the priority of compensation made from such a property. For the purposes of the preceding paragraph, the debtor or the third party is the mortgagor, the creditor is the mortgagee, and the property posted as security is the mortgaged property. Article 395 The following property which the debtor or a third party has the right to dispose of may be mortgaged: (1) Buildings and other fixtures on land. (2) The right to use land for construction. (3) The right to use sea areas. (4) Production equipment, raw materials, semi-finished products, and products. (5) Buildings, vessels, and aircrafts under construction. (6) Means of transportation. (7) Any other property that is not prohibited from being mortgaged by any law or administrative regulation. The mortgagor may mortgage all the property set out in the preceding paragraph at the same time. Article 396 An enterprise, industrial and commercial household, or agricultural producer or trader may mortgage its existing and anticipated production equipment, raw materials, semi-finished products, and products, and if the debtor fails to pay the due debt or falls under any circumstance where mortgage shall be exercised as agreed upon by the parties, the creditor shall have the priority of compensation made with the movable determined as the ......