The translation of the Chinese Civil Code posted on the Chinese Congress website is a disaster. See Why I decide to translate the Chinese Civil Code by myself.

Chapter 3 Legal Entity

Part 1 General Rules

Section 57 A legal entity is an organization having legal capacity to enjoy rights and assume obligations separately pursuant to law.

Section 58 A legal entity shall be formed pursuant to law.

A legal entity shall have its business name, organizational structure, domicile, property, and funds. The laws and central government regulations shall govern the specific requirements and procedures for the formation of a legal entity.

Any other specific laws and central government regulations shall govern if they provide that an appropriate agency's approval is required for the formation of a legal entity.

Section 59 A legal entity shall have its legal capacity from its formation to its termination.

Section 60 A legal entity shall assume liability to the extent of all of its property.

Section 61 The individual who conducts business operations on behalf of a legal entity pursuant to law or according to its bylaws is the legal entity's statutory representative.

A legal entity shall assume all liability arising from the business operations conducted by the statutory representative on behalf of the legal entity.

The restriction on a statutory representative's representation provided by the bylaws or by the ultimate decision-making body of a legal entity shall not impair the rights of a third party in good faith.

Section 62 A legal entity shall assume liability if its statutory representative cause damages to others in the course of performing duties.

A legal entity may recover compensation from its statutory representative at fault pursuant to law or its bylaws after the legal entity assumes liability.

Section 63 A legal entity's domicile shall be its principal place of business. A legal entity's principal place of business shall be listed as domicile if incorporation filing is required pursuant to law.

Section 64 A legal entity shall file articles of amendment to a business registration office pursuant to law if it changes information included in its articles of incorporation.

Section 65 The inconsistency between the fact and the information filed by a legal entity shall not impair the rights of a third party in good faith.

Section 66 A business registration office shall legally and promptly disclose information filed by a legal entity.

Section 67 In the event of mergers and acquisitions, the surviving legal entity shall take over the rights and obligations of the legal entities that undergo the merger and acquisition.

In the event of a spin-off, the legal entity and the new standalone company shall take over the rights and obligations jointly and severally, except as otherwise provided by creditors and debtors.

Section 68 A legal entity is terminated under one of the following circumstances once it completes liquidation and files articles of dissolution:

(1) the legal entity is dissolved;

(2) the legal entity is declared bankrupt; or

(3) other circumstances provided by law.

Any other specific laws and central government regulations shall govern if they provide that an appropriate agency's approval is required for the termination of a legal entity.

Section 69 A legal entity shall be dissolved under one of the following circumstances:

(1) the duration provided in the bylaws expires or other dissolution reasons provided in the bylaws occur;

(2) the decision-making body of a legal entity passes a resolution on dissolution;

(3) the legal entity must be dissolved due to a merger or spin-off;

(4) the legal entity’s business license or certificate of filing is revoked, or the legal entity is ordered to close down or terminate pursuant to law; or

(5) Any other circumstances provided by law.

Section 70 A liquidator shall form a liquidation committee promptly when a legal entity dissolves, except for business mergers or spin-offs.

Except as otherwise provided by laws or central government regulations, the members of the management or decision-making body of a legal entity, such as directors, shall be liquidators.

A liquidator shall assume liability arising from damages due to their failure to perform liquidation duties promptly. Under such circumstances, a jurisdictional agency or an interested person may file a petition with a court to appoint certain person to form a liquidation committee.

Section 71 A legal entity's liquidation procedures and a liquidation committee's duties shall be determined pursuant to applicable law. The law associated with corporate shall govern if there is no such provision.

Section 72 A legal entity continues in existence in the course of the liquidation, provided that it shall not conduct any operations irrelevant to the liquidation.

Except as otherwise provided by law, the remaining property upon completion of liquidation shall be managed according to its bylaws or the resolution passed by the decision-making body of the legal entity.

A legal entity is terminated upon the completion of the liquidation and articles of dissolution filing. A legal entity is terminated upon the completion of the liquidation if no articles of dissolution filing are required pursuant to law.

Section 73 A legal entity is terminated upon the completion of bankruptcy liquidation and articles of dissolution filing pursuant to law if the legal entity has been declared bankrupt.

Section 74 A branch office may be established by a legal entity pursuant to law. Any other specific laws and central government regulations shall govern if they provide that a branch office shall be filed.

A legal entity shall assume liability even though a branch office conducts operations under the name of the branch office. Alternatively, a branch office may assume the liability to the extent of all of its assets and the legal entity assume secondary liability.

Section 75 A legal entity shall assume liability arising from operations conducted by a promoter for business formation. A promoter shall assume liability if the business fails to be formed. Promoters shall take over rights and obligations jointly and severally if there is more than one promoter.

A third party is entitled to request a legal entity or a promoter to assume liability arising from operations conducted by a promoter under the name of the promoter for business formation.