persons shall be enjoyed and assumed by the surviving legal person.
In case of a division of a legal person, the rights and obliga ons of the legal person shall be enjoyed and
assumed jointly and severally by the legal persons established a er division, unless otherwise agreed by its
creditors and debtors.
Ar cle 68 If any of the following causes exists, a legal person is terminated a er it has completed liquida on
and de-registra on in accordance with law:
(1) the legal person is dissolved;
(2) the legal person is declared bankrupt; or
(3) another cause as provided by law exists.
Where there are laws or administra ve regula ons providing that the termina on of a legal person shall be
subject to the approval of the relevant authority, such provisions shall be followed.
Ar cle 69 A legal person is dissolved under any of the following circumstances:
(1) the term s pulated in its ar cles of associa on expires, or any other cause for dissolu on as is s pulated
in the ar cles of associa on exists;
(2) the governing body of the legal person makes a resolu on to dissolve the legal person;
(3) the legal person has to be dissolved because of a merger or division;
(4) the legal person’s business license or registra on cer cate is legally withdrawn, or the legal person has
received an order of closure or been dissolved; or
(5) another circumstance as provided by law exists.
Ar cle 70 Where a legal person is dissolved for reasons other than a merger or division, a liquida on
commi ee shall be formed in a mely manner by the persons with the duty of liquida on to liquidate the
legal person.
Unless otherwise provided by laws or administra ve regula ons, members of the legal person’s execu ve or
decision-making body such as the directors or councilors, are the persons with the duty to liquidate the legal
person.
The persons with the duty to liquidate the legal person who fail to perform their du es in me and cause
damage to others shall bear civil liability; the competent authority or an interested person may request the
people’s court to appoint the relevant persons to form a liquida on commi ee to liquidate the legal person.
Ar cle 71 The procedure for liquida ng a legal person and the authori es of a liquida on commi ee shall be
in compliance with the provisions of relevant laws; in the absence of such a provision, the relevant rules
provided in corporate laws shall be applied muta s mutandis.
Ar cle 72 During the period of liquida on, a legal person con nues to exist but may not engage in any
ac vity unrelated to the liquida on.
Unless otherwise provided by law, upon comple on of liquida on, any residual assets of a liquidated legal
person shall be distributed in accordance with its ar cles of associa on or the resolu on made by its
governing body.
A legal person is terminated a er liquida on and de-registra on is completed; a legal person that is not
required by law to be registered ceases to exist upon comple on of the liquida on.
Ar cle 73 A legal person declared bankrupt is terminated upon comple on of the bankruptcy liquida on and
de-registra on in accordance with law.
Ar cle 74 A legal person may establish branches in accordance with law. Where there are laws or
administra ve regula ons providing that such a branch shall be registered, such provisions shall be followed.
Where a branch of a legal person engages in civil ac vi es in its own name, the civil liability thus incurred
shall be assumed by the legal person; the civil liability may be paid rst from the assets managed by the
branch, and any de ciency shall be sa s ed by the legal person.
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