Article 37
A legal person shall have the following qualifications:
(1) establishment in accordance with the law;
(2) possession of the necessary property or funds;
(3) possession of its own name, organization and premises; and
(4) ability to independently bear civil liability.
Article 38 In accordance with the law or the articles of association of the legal person, the responsible person who acts on behalf of the legal person in exercising its functions and powers shall be its legal representative.
Article 39
A legal person s domicile shall be the place where its main administrative
office is located.
Article 40
When a legal person terminates, it shall go into liquidation in accordance with the law and discontinue all other activities.
Section 2 Enterprise as Legal Person
Article 41
An enterprise owned by the whole people or under collective ownership shall be qualified as a legal person when it has sufficient funds as stipulated by the state; has articles of association, an organization and premises; has the ability to independently bear civil liability; and has been approved and registered by the competent authority. A Chinese- foreign equity joint venture, Chinese-foreign contractual joint venture or foreign-capital enterprise established within the People s Republic of China shall be qualified as a legal person in China if it has the qualifications of a legal person and has been approved and registered by the administrative agency for industry and commerce in according with the law.
Article 42
An enterprise as legal person shall conduct operations within the range
approved and registered.
Article 43
An enterprise as legal person shall bear civil liability for the operational activities of its legal representatives and other personnel.
Article 44
If an enterprise as legal person is divided or merged or undergoes any other important change, it shall register the change with the registration authority and publicly announce it.
When an enterprise as legal person is divided or merged, its rights and obligations shall be enjoyed and assumed by the new legal person that results from the change.
Article 45
An enterprise as legal person shall terminate for any of the following
reasons:
(1) if it is dissolved by law;
(2) if it is disbanded;
(3) if it is declared bankrupt in accordance with the law; or
(4) for other reasons.
Article 46
When an enterprise as legal person terminates, it shall cancel its
registration with the registration authority and publicly announce the
termination.
Article 47
When an enterprise as legal person is disbanded, it shall establish a liquidation organization and go into liquidation. When an enterprise as legal person is dissolved or is declared bankrupt, the competent authority or a people s court shall organize the organs and personnel concerned to establish a liquidation organization to liquidate the enterprise.
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