Law of the People’s Republic of China on Application of Laws to Foreign-Related Civil Relations
Adopted at the 17th Session of the Standing Committee of the 11th National People’s Congress on October 28, 2010
Chapter I — General Provisions
Article 1. This Law is enacted for the purpose of clarifying the applicable laws for foreign-related civil relations, reasonably resolving foreign-related civil disputes, and safeguarding the lawful rights and interests of the parties.
Article 2. The laws applicable to foreign-related civil relations shall be determined in accordance with this Law. Where other laws provide special provisions on the application of laws to foreign-related civil relations, such provisions shall prevail.
Where neither this Law nor other laws provide for the application of laws to a foreign-related civil relation, the law with which the foreign-related civil relation has the closest connection shall apply.
Article 3. The parties may, in accordance with the provisions of law, expressly choose the law applicable to a foreign-related civil relation.
Article 4. Where the laws of the People’s Republic of China contain mandatory provisions on a foreign-related civil relation, such mandatory provisions shall directly apply.
Article 5. Where the application of a foreign law would prejudice the social and public interests of the People’s Republic of China, the law of the People’s Republic of China shall apply.
Article 6. Where foreign law applies to a foreign-related civil relation and different territorial units within that foreign country implement different laws, the law of the territorial unit with which the foreign-related civil relation has the closest connection shall apply.
Article 7. The limitation of actions shall be governed by the law applicable to the relevant foreign-related civil relation.
Article 8. The characterization of a foreign-related civil relation shall be governed by the law of the forum.
Article 9. The foreign law applicable to a foreign-related civil relation shall not include the conflict-of-laws rules of that foreign country.
Article 10. The foreign law applicable to a foreign-related civil relation shall be ascertained by the people’s courts, arbitral institutions, or administrative authorities. Where the parties choose to apply a foreign law, they shall provide the law of that country.
Where a foreign law cannot be ascertained or where that country’s law contains no relevant provisions, the law of the People’s Republic of China shall apply.
Chapter II — Civil Subjects
Article 11. The capacity for civil rights of a natural person shall be governed by the law of his or her habitual residence.
Article 12. The capacity for civil conduct of a natural person shall be governed by the law of his or her habitual residence.
Where a natural person engaging in a civil activity is deemed to lack capacity for civil conduct under the law of his or her habitual residence but is deemed to have capacity for civil conduct under the law of the place where the act is performed, the law of the place of the act shall apply, except where marriage, family, or inheritance matters are involved.
Article 13. A declaration of disappearance or declaration of death shall be governed by the law of the natural person’s habitual residence.
Article 14. Matters concerning the capacity for civil rights, capacity for civil conduct, organizational structure, and the rights and obligations of shareholders of a legal person and its branches shall be governed by the law of the place of registration.
Where the principal place of business of a legal person is different from its place of registration, the law of the principal place of business may apply. The habitual residence of a legal person shall be its principal place of business.
Article 15. The content of personality rights shall be governed by the law of the habitual residence of the right holder.
Article 16. Agency shall be governed by the law of the place where the agency act is performed, but the civil relationship between the principal and the agent shall be governed by the law of the place where the agency relationship arose.
The parties may agree to choose the law applicable to an agency by agreement.
Article 17. The parties may agree to choose the law applicable to a trust. Where the parties have not made such a choice, the law of the place where the trust property is located or the law of the place where the trust relationship arose shall apply.
Article 18. The parties may agree to choose the law applicable to an arbitration agreement. Where the parties have not made such a choice, the law of the place where the arbitral institution is located or the law of the place of arbitration shall apply.
Article 19. Where the law of the country of nationality applies pursuant to this Law and a natural person has two or more nationalities, the law of the country of nationality in which he or she has a habitual residence shall apply; where he or she has no habitual residence in any of the countries of nationality, the law of the country of nationality with which he or she has the closest connection shall apply. Where a natural person has no nationality or his or her nationality is unclear, the law of his or her habitual residence shall apply.
Article 20. Where the law of the habitual residence shall apply pursuant to this Law and the habitual residence of a natural person is unclear, the law of his or her current residence shall apply.
Chapter III — Marriage and Family
Article 21. The conditions for marriage shall be governed by the law of the common habitual residence of the parties; where there is no common habitual residence, the law of the common country of nationality shall apply; where there is no common nationality and the marriage is contracted at the place of habitual residence or country of nationality of one of the parties, the law of the place where the marriage is contracted shall apply.
Article 22. The formalities of marriage shall be valid if they comply with the law of the place where the marriage is contracted, the law of the habitual residence of one of the parties, or the law of the country of nationality of one of the parties.
Article 23. The personal relationship between spouses shall be governed by the law of their common habitual residence; where there is no common habitual residence, the law of their common country of nationality shall apply.
Article 24. With regard to the property relationship between spouses, the parties may agree to choose the law of the habitual residence of one of the parties, the law of the country of nationality of one of the parties, or the law of the place where the principal property is located. Where the parties have not made such a choice, the law of their common habitual residence shall apply; where there is no common habitual residence, the law of their common country of nationality shall apply.
Article 25. The personal and property relationship between parents and children shall be governed by the law of their common habitual residence; where there is no common habitual residence, the law of the habitual residence of one of the parties or the law of the country of nationality of one of the parties that is more favorable to the protection of the rights and interests of the weaker party shall apply.
Article 26. With regard to divorce by agreement, the parties may agree to choose the law of the habitual residence of one of the parties or the law of the country of nationality of one of the parties. Where the parties have not made such a choice, the law of their common habitual residence shall apply; where there is no common habitual residence, the law of their common country of nationality shall apply; where there is no common nationality, the law of the place where the institution handling the divorce procedures is located shall apply.
Article 27. Divorce by litigation shall be governed by the law of the forum.
Article 28. The conditions and formalities of adoption shall be governed by the law of the habitual residence of both the adopter and the adoptee. The effects of adoption shall be governed by the law of the habitual residence of the adopter at the time of adoption. The dissolution of an adoptive relationship shall be governed by the law of the habitual residence of the adoptee at the time of adoption or by the law of the forum.
Article 29. Maintenance shall be governed by the law of the habitual residence of one of the parties, the law of the country of nationality of one of the parties, or the law of the place where the principal property is located that is more favorable to the protection of the rights and interests of the person entitled to maintenance.
Article 30. Guardianship shall be governed by the law of the habitual residence of one of the parties or the law of the country of nationality of one of the parties that is more favorable to the protection of the rights and interests of the person under guardianship.
Chapter IV — Inheritance
Article 31. Intestate succession shall be governed by the law of the habitual residence of the deceased at the time of death, provided that intestate succession to immovable property shall be governed by the law of the place where the immovable property is located.
Article 32. A will shall be valid as to form if it complies with the law of the habitual residence of the testator at the time of making the will or at the time of death, the law of the country of nationality, or the law of the place where the testamentary act was performed.
Article 33. The validity of a will shall be governed by the law of the habitual residence of the testator at the time of making the will or at the time of death, or by the law of the country of nationality.
Article 34. Matters concerning the administration of an estate shall be governed by the law of the place where the estate is located.
Article 35. The devolution of an estate without a successor shall be governed by the law of the place where the estate is located at the time of death of the deceased.
Chapter V — Property
Article 36. Rights in rem over immovable property shall be governed by the law of the place where the immovable property is located.
Article 37. The parties may agree to choose the law applicable to rights in rem over movable property. Where the parties have not made such a choice, the law of the place where the movable property is located at the time when the legal fact occurs shall apply.
Article 38. The parties may agree to choose the law applicable to a change in rights in rem over movable property in transit. Where the parties have not made such a choice, the law of the place of destination of the transport shall apply.
Article 39. Negotiable instruments shall be governed by the law of the place where the rights under the negotiable instrument are realized or by such other law with which the negotiable instrument has the closest connection.
Article 40. A pledge of rights shall be governed by the law of the place where the pledge is created.
Chapter VI — Obligations
Article 41. The parties may agree to choose the law applicable to a contract. Where the parties have not made such a choice, the law of the habitual residence of the party whose performance of obligations best characterizes the contract or such other law with which the contract has the closest connection shall apply.
Article 42. A consumer contract shall be governed by the law of the habitual residence of the consumer; where the consumer chooses to apply the law of the place where the goods or services are provided, or where the business operator engages in no relevant business activities at the consumer’s habitual residence, the law of the place where the goods or services are provided shall apply.
Article 43. A labor contract shall be governed by the law of the place where the employee works; where it is difficult to determine the employee’s place of work, the law of the principal place of business of the employer shall apply. For labor dispatch, the law of the place from which the labor is dispatched may apply.
Article 44. Tort liability shall be governed by the law of the place where the tortious act occurred, provided that where the parties have a common habitual residence, the law of their common habitual residence shall apply. Where the parties agree to choose the applicable law after the tortious act has occurred, such agreement shall prevail.
Article 45. Product liability shall be governed by the law of the habitual residence of the injured party; where the injured party chooses to apply the law of the principal place of business of the tortfeasor or the law of the place where the damage occurred, or where the tortfeasor engages in no relevant business activities at the habitual residence of the injured party, the law of the principal place of business of the tortfeasor or the law of the place where the damage occurred shall apply.
Article 46. Infringement of personality rights such as the right to name, the right to likeness, the right to reputation, and the right to privacy through the internet or by other means shall be governed by the law of the habitual residence of the injured party.
Article 47. Unjust enrichment and negotiorum gestio shall be governed by the law chosen by the parties by agreement. Where the parties have not made such a choice, the law of the common habitual residence of the parties shall apply; where there is no common habitual residence, the law of the place where the unjust enrichment or negotiorum gestio occurred shall apply.
Chapter VII — Intellectual Property
Article 48. The ownership and content of intellectual property shall be governed by the law of the place where protection is sought.
Article 49. The parties may agree to choose the law applicable to the assignment and licensing of intellectual property. Where the parties have not made such a choice, the relevant provisions of this Law on contracts shall apply.
Article 50. Liability for infringement of intellectual property shall be governed by the law of the place where protection is sought, and the parties may also agree to choose the law of the forum after the infringement has occurred.
Chapter VIII — Supplementary Provisions
Article 51. Where Article 146 and Article 147 of the General Principles of the Civil Law of the People’s Republic of China and Article 36 of the Law of Succession of the People’s Republic of China are inconsistent with the provisions of this Law, this Law shall prevail.
Article 52. This Law shall come into force on April 1, 2011.
