Ar cle 75 The legal consequences of the civil ac vi es conducted by an incorporator for the purpose of
establishing a legal person shall be assumed by the legal person; or, in the event that no legal person is
successfully established, by the incorporator, or the incorporators jointly and severally if there are two or
more of them.
Where an incorporator engages in civil ac vi es in his own name for the purpose of establishing a legal
person and thus incurs civil liability, a third person creditor may elect to request either the legal person or
the incorporator to bear the liability.
Sec on 2 For-pro t Legal Persons
Ar cle 76 A for-pro t legal person is a legal person established for the purpose of making pro ts and
distribu ng the pro ts among its shareholders and other capital contributors.
For-pro t legal persons include limited liability companies, join stock companies limited by shares, and other
enterprises that have the legal person status.
Ar cle 77 A for-pro t legal person is established upon registra on in accordance with law.
Ar cle 78 The registra on authority shall issue a business license to a legally established for-pro t legal
person. The date of issuance of the business license is the date of establishment of the for-pro t legal
person.
Ar cle 79 To establish a for-pro t legal person, there shall be ar cles of associa on formulated in accordance
with law.
Ar cle 80 A for-pro t legal person shall establish a governing body.
The governing body has the authority to revise the ar cles of associa on of the legal person, elect or replace
members of the execu ve or supervisory body, and perform other responsibili es s pulated in the ar cles of
associa on.
Ar cle 81 A for-pro t legal person shall establish an execu ve body.
The execu ve body has the authority to convene mee ngs of the governing body, decide on business and
investment plans, establish internal management structure, and perform other responsibili es s pulated in
the ar cles of associa on of the legal person.
Where the execu ve body of a legal person is the board of directors or the execu ve director, the legal
representa ve shall be the chairman of the board of directors, the execu ve director, or the manager, as is
s pulated in the ar cles of associa on. Where there is no board of directors or execu ve director
established, the person with principal responsibili es as s pulated in the ar cles of associa on shall be the
execu ve body and the legal representa ve of the legal person.
Ar cle 82 Where a for-pro t legal person establishes a supervisory body such as a board of supervisors or a
supervisor, the supervisory body has, in accordance with law, the authority to inspect the nancial ma ers of
the legal person, supervise the performance of duty by the members of the execu ve body and the senior
management o cers of the legal person, and perform other responsibili es s pulated in the ar cles of
associa on.
Ar cle 83 A capital contributor of a for-pro t legal person shall not abuse his rights as such to harm the
interests of the legal person or any other capital contributor. A capital contributor abusing such rights and
causing harm to the legal person or any other capital contributor shall bear civil liability in accordance with
law.
A capital contributor of a for-pro t legal person shall not abuse the legal person’s independent status and his
own limited liability status to harm the interests of the legal person’s creditors. A capital contributor abusing
the legal person’s independent status or its own limited liability status to evade repayment of debts and thus
severely harming the interests of the legal person’s creditors shall be jointly and severally liable for the legal
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