PRC Law on the Application of Laws to Foreign-related Civil Relationships

(Adopted at the 17th Session of the Standing Committee of the Eleventh National People's Congress on October 28 2010 and effective as of April 1 2011.)

PRC President's Order (No.36 of the 11th NPC)

Part One: General provisions

Article 1: This Law has been formulated in order to clarify the application of laws to foreign-related civil relationships, rationally resolve foreign-related civil disputes and safeguard the lawful rights and interests of concerned parties.

Article 2: The laws that govern a foreign-related civil relationship shall be determined in accordance herewith. If other laws contain special provisions in respect of the laws that govern a foreign-related civil relationship, such provisions shall apply.

In instances where this Law and other laws are silent on the laws that govern a foreign-related civil relationship, the laws that have the closest connection to the foreign-related civil relationship in question shall govern.

Article 3: Parties may, in accordance with laws, expressly select the laws that are to govern their foreign-related civil relationship.

Article 4: Where a law of the People's Republic of China contains mandatory provisions in respect of a foreign-related civil relationship, such mandatory provisions shall be applied directly.

Article 5: If application of the laws of a foreign country would harm the public interest of the People's Republic of China, the laws of the People's Republic of China shall govern.

Article 6: If the laws of a foreign country govern a foreign-related civil relationship and different regions of such country implement different laws, the laws of the region that has the closest connection with such foreign-related civil relationship shall govern.

Article 7: With respect to the limitation of actions, the laws applicable to the relevant foreign-related civil relationship shall govern.

Article 8: The laws of the place where the court is located shall govern the determination of the character of a foreign-related civil relationship.

Article 9: The laws of a foreign country that govern a foreign-related civil relationship do not include such country's law on the application of laws.

Article 10: The laws of a foreign country that govern a foreign-related civil relationship shall be ascertained by the people's court, arbitration institution or administrative authority. When parties elect to apply the laws of a foreign country, they shall provide such country's laws.

If the laws of the foreign country cannot be ascertained or if the laws of the foreign country are silent on the relevant matter, the laws of the People's Republic of China shall govern.

Part Two: Civil subjects

Article 11: The laws of the place where a natural person is normally resident shall govern such person's capacity for civil rights.

Article 12: The laws of the place where a natural person is normally resident shall govern such person's capacity for civil acts.

If a natural person engages in a civil activity and he/she, in accordance with the laws of the place where he/she is normally resident, has no capacity for civil acts but, in accordance with the laws of the place where the act was carried out, he/she has the capacity for civil acts, the laws of the place where the act was carried out shall govern, with the exception of matters relating to marriage, family and succession.

Article 13: The law of the place where a natural person is normally resident shall govern a declaration of his/her being missing or a declaration of his/her being dead.

Article 14: The capacity for civil rights, capacity for civil acts, organisational structure, rights and obligations of shareholders and other such matters pertinent to a legal person and its establishments shall be governed by the laws of the place where they are registered.

If the place where the main business of a legal person is located is different from that where it is registered, the laws of the place where its main business is located may be applied. The place where a legal person is normally domiciled shall be the place where its main business is located.

Article 15: The laws of the place where a rights holder is normally resident shall govern the details of such person's right of personality.

Article 16: The laws of the place where agency acts are carried out shall govern agency. However, the laws of the place where the agency relationship occurred shall govern the civil relationship between the principal and his/her agent.

The parties may agree to select the laws applicable to the entrusted agency.

Article 17: Parties may agree to select the laws applicable to a trust. Where the parties have not made such selection, either the laws of the place where the trust property is located or those of the place where the trust relationship occurred shall govern.

Article 18: Parties may agree to select the laws applicable to an arbitration agreement. Where the parties have not made such selection, either the laws of the place where the arbitration institution is located or those of the place of arbitration shall govern.

Article 19: If, in accordance with this Law, the laws of the country whose nationality a natural person possesses are to govern and such person possesses two or more nationalities, the laws of the country where such person is normally resident shall govern. If such person is not normally resident in any of the countries whose nationality he/she possesses, the laws of the country whose nationality he/she possesses with which he/she has the closest connection shall govern. If a natural person is stateless or if his/her nationality is unclear, the laws of the place where he/she is normally resident shall govern.

Article 20: If, in accordance with this Law, the law of the place where a natural person is normally resident is to govern and the place where such person is normally resident is unclear, the laws of the place where he/she is currently resident shall govern.

Part Three: Marriage and family

Article 21: The laws of the place where both parties are normally resident shall govern marriage conditions. If there is no place where they are both normally resident, the laws of the country whose nationality they jointly possess shall govern. If they do not have the same nationality and they enter into marriage in the place where one of the parties is normally resident or in the country whose nationality one of the parties possesses, the laws of the place where they enter into marriage shall govern.

Article 22: If the marriage procedures comply with the laws of the place where the marriage was entered into, the place where one of the parties is normally resident or of the country whose nationality one of the parties possesses, such marriage procedures shall be valid.

Article 23: The laws of the place where a husband and wife are both normally resident shall govern their personal relationship. If there is no place where they are both normally resident, the laws of the country whose nationality they jointly possess shall govern.

Article 24: With respect to the property relationship of a husband and a wife, the parties may agree to elect to apply the laws of the place where one of them is normally resident, the laws of the country whose nationality one of them possesses or the laws of the place where their main property is located. If the parties have not made a choice, the laws of the place where they are both normally resident shall govern, and if there is no place where they are both normally resident, the laws of the country whose nationality they jointly possess shall govern.

Article 25: The personal and property relationships of parents and children shall be governed by the laws of the place where they are all normally resident. If there is no a place where they are all normally resident, the laws of the place where one of the parties is normally resident or the country whose nationality one of the parties possesses that are most favourable to the protection of the rights and interests of the weaker shall govern.

Article 26: In a consensual divorce, the parties may agree to elect to apply the laws of the place where one of them is normally resident or of the country whose nationality one of them possesses. If the parties have not made a choice, the laws of the place where they are both normally resident shall govern; if there is no place where they are both normally resident, the laws of the country whose nationality they jointly possess shall govern; and if they do not have the same nationality, the laws of the place where the authority handling the divorce procedures is located shall govern.

Article 27: The laws of the place where the court is located shall govern a contested divorce.

Article 28: The laws of the place where the adopter(s) and adoptee are normally resident shall govern adoption conditions and procedures. The laws of the place where the adopter(s) is/are normally resident at the time of an adoption shall govern the validity of the adoption. The laws of the place where the adoptee was normally resident at the time of the adoption or of the place where the court is located shall govern the dissolution of an adoptive relationship.

Article 29: The laws of the place where one of the parties is normally resident, of the country whose nationality one of the parties possesses or of the place where the main property is located that are most favourable to the protection of the rights and interests of the person being maintained shall govern maintenance.

Article 30: The laws of the place where one of the parties is normally resident or of the country whose nationality one of the parties possesses that are most favourable to the protection of the rights and interests of the ward shall govern guardianship.

Part Four: Succession

Article 31: The laws of the place where the decedent was normally resident at the time of his/her death shall govern an intestate succession, however, the laws of the place where immovable property is located shall govern an intestate succession to immovable property.

Article 32: If the form of a will complies with the laws of the place where the testator was normally resident or of the country whose nationality he/she possessed at the time of the drawing up of the will or at the time of his/her death, or of the place where the testamentary act was carried out, the will shall be established.

Article 33: The laws of the place where the testator was normally resident or of the country whose nationality he/she possessed at the time of the drawing up of the will or at the time of his/her death shall govern the validity of the will.

Article 34: The laws of the place where the estate is located shall govern estate administration and other such matters.

Article 35: The laws of the place where the estate is located at the time of the death of the decedent shall govern ownership of an heirless estate.

Part Five: Property

Article 36: The laws of the place where immovable property is located shall govern the rights in rem over the immovable property.

Article 37: Parties may agree to select the laws applicable to rights in rem over movable property. If the parties have not made such selection, the laws of the place where the movable property was located at the time of the occurrence of the legal fact shall govern.

Article 38: Parties may agree to select the laws applicable to changes to the rights in rem over movable property in transit. If the parties have not made such selection, the laws of the destination shall govern.

Article 39: With respect to negotiable securities, either the laws of the place where the rights in the negotiable securities are realised or other laws that have the closest connection with such negotiable securities shall govern.

Article 40: The laws of the place where a pledge was created shall govern the pledge of rights.

Part Six: Claims

Article 41: Parties may agree to select the laws applicable to their contract. If the parties have not made such selection, either the laws of the place where the party whose performance of his/her obligations most manifests the character of the contract is normally resident or other laws that have the closest connection with the contract in question shall govern.

Article 42: With respect to a consumer contract, the laws of the place where the consumer is normally resident shall govern. If the consumer opts for application of the laws of the place where the goods or services are provided or if the business operator does not engage in the relevant business activities in the place where the consumer is normally resident, the laws of the place where the goods or services are provided shall govern.

Article 43: With respect to an employment contract, the laws of the place where the worker works shall govern. If the place where the worker works is difficult to determine, the laws of the place where the main business of the employer is located shall govern. With respect to a placement arrangement, the laws of the place from where the placement was made may be applied.

Article 44: With respect to tort liability, the laws of the place where the tortious act was committed shall govern. However, if the parties are normally resident in the same place, the laws of the place where they are normally resident shall govern. If, after the occurrence of the tortious act, the parties agree on the selection of the applicable laws, matters shall be handled in accordance with their agreement.

Article 45: With respect to product liability, the laws of the place where the injured party is normally resident shall govern. If the injured party opts for application of the laws of the place where the tortfeasor's main business is located or of the place where the damage occurred, or if the tortfeasor does not engage in the relevant business activities in the place where the injured party is normally resident, the laws of the place where the tortfeasor's main business is located or of the place where the damage occurred shall govern.

Article 46: If a right of personality, such as the right to one's name, right to one's image, right to one's reputation or right to privacy is infringed online or otherwise, the laws of the place where the injured party is normally resident shall govern.

Article 47: With respect to unjustified enrichment and negotiorum gestio, the laws that the parties have agreed to elect to apply shall govern. If the parties have not made such choice, the laws of the place where the parties are both normally resident shall govern. If the parties are not normally resident in the same place, the laws of the place where the unjustified enrichment or negotiorum gestio occurred shall govern.

Part Seven: Intellectual property

Article 48: The laws of the place where protection was requested shall govern the ownership and contents of intellectual property.

Article 49: The parties may agree to select the laws applicable to the assignment and licensing of intellectual property. If the parties have not made such selection, the provisions on contracts hereof shall govern.

Article 50: The laws of the place where protection was requested shall govern the liability for infringement of intellectual property rights. The parties may also agree on electing to apply the laws of the place where the court is located after the infringement has occurred.

Part Eight: Supplementary provisions

Article 51: In the event of a discrepancy between this Law and Article 146 or 147 of the PRC General Principles for the Civil Law or Article 36 of the PRC Succession Law, this Law shall apply.

Article 52: This Law shall be effective as of April 1 2011.