The Civil Code of the People's Republic of China (2020)
The Civil Code of the People’s Republic of China, adopted on 28 May 2020 and effective from 1 January 2021, is the first unified civil code in the history of the People’s Republic. It replaced nine separate civil laws enacted over four decades, including the General Principles of Civil Law (1986), the Contract Law (1999), the Property Law (2007), the Tort Liability Law (2009), and the Marriage Law, Adoption Law, Inheritance Law, and other specialised statutes. The Code represents the culmination of decades of civil law development and stands as a landmark in Chinese legal history.
Enactment History
The project to codify Chinese civil law was formally announced in October 2014 by the Fourth Plenum of the 18th CPC Central Committee, which resolved to accelerate the codification of civil law. A three-step legislative strategy was adopted. The first step was the amendment of the General Principles of Civil Law, resulting in the General Provisions of Civil Law (民法总则) adopted in March 2017. The second step was the drafting of the individual books of the Code between 2018 and 2019, with the Property Rights book, Contracts book, Personality Rights book, Marriage and Family book, Succession book, and Tort Liability book prepared and revised through multiple draft versions.
The third step was the compilation of all books into a unified code and the final legislative review. The draft code was published for public comment on multiple occasions, receiving extensive feedback from legal scholars, practitioners, and the general public. The final text of 1,260 articles was submitted to the Third Session of the Thirteenth National People’s Congress, which adopted the Code on 28 May 2020 with 99.9% approval.
The abolition of the nine separate laws was an integral part of the codification. The Code expressly repealed the General Principles of Civil Law, the General Principles of the Law of Civil Procedure, the Contract Law, the Property Law, the Tort Liability Law, the Marriage Law, the Adoption Law, the Inheritance Law, and the Maritime Law (the provisions not incorporated into the Code remain in effect). The unification of civil law into a single code eliminated inconsistencies between separate laws and established a coherent framework for Chinese private law.
Book I: General Provisions
Book I (Articles 1-204) establishes the fundamental principles and general rules applicable throughout the Code. It affirms the basic principles of civil law: equality of parties, voluntariness, fairness, good faith, public order and good customs (公序良俗, gongxu liangsu), and the prohibition of abuse of rights. A distinctive innovation is the green principle (绿色原则, lüse yuanze), requiring civil activities to conserve resources and protect the environment.
The General Provisions define the legal capacity of natural persons and legal persons. Natural persons have full civil capacity upon reaching the age of 18, with limited capacity for minors aged 8 to 18. Legal persons are classified as营利法人 (for-profit legal persons, including companies), 非营利法人 (non-profit legal persons, including foundations and social organisations), and 特别法人 (special legal persons, including rural collective economic organisations, urban cooperative economic organisations, and residents’ and villagers’ committees).
Book I also regulates civil legal acts (民事法律行为, minshi falü xingwei), which are the fundamental instrument for the creation, modification, and termination of civil legal relations. The rules on validity of legal acts distinguish between void acts (those contrary to law, public order, or good customs), voidable acts (those affected by fraud, duress, or material mistake), and acts of indeterminate validity (those where a party lacks capacity or exceeds authority). Agency, including statutory agency and voluntary agency, is governed in detail.
Book II: Property Rights
Book II (Articles 205-462) governs property rights, including ownership (所有权, suoyouquan), usufructuary rights (用益物权, yongyi wuquan), security interests (担保物权, danbao wuquan), and possession (占有, zhanyou). The Property Rights book maintains the distinction between state, collective, and private ownership while strengthening equal protection for all forms of property.
Ownership is classified by subject. State ownership encompasses land, natural resources, and certain strategic assets. Collective ownership applies to land and means of production in rural collective economic organisations. Private ownership covers property of individuals and legal persons. The equal protection principle, introduced in the 2007 Property Law and reaffirmed in the Code, provides that the property rights of all civil subjects are protected equally by law.
Usufructuary rights include the right to use land (建设用地使用权), the right to contract and manage land (土地承包经营权), the right to use residential land (宅基地使用权), the right of habitation (居住权, juzhuquan), and easements (地役权, diyiquan). The right of habitation, a new addition to the Code, allows a person to possess and use another’s residential property for living purposes, providing protection for elderly persons and other vulnerable groups.
Security interests include mortgages (抵押权, diyaquan), pledges (质权, zhiquan), and liens (留置权, liuzhiquan). The Code modernises the rules on security interests, facilitating commercial lending while protecting the interests of debtors and third parties. The property provisions also address the registration of property rights, the rules on acquisition of ownership (including adverse possession, which is not recognised), and the protection of property rights through vindication, restitution, and damages.
Book III: Contracts
Book III (Articles 463-988) is the largest book of the Code, codifying contract law in 526 articles. It regulates 19 specific contract types, including sales, leases, loans, contracts for work, construction contracts, transportation contracts, technology contracts, and custody contracts. The contract provisions maintain continuity with the 1999 Contract Law while introducing significant innovations.
The general provisions on contracts cover formation, validity, performance, modification, assignment, termination, and liability for breach. Contracts are formed by offer and acceptance, with rules on electronic contracts adapted to the digital economy. Standard terms are subject to heightened scrutiny: terms that unfairly exclude or limit liability, increase the other party’s obligations, or restrict the other party’s rights may be void.
The Code introduces new rules on the negotiation and enforcement of contracts. The principle of good faith governs all stages of contractual relations from negotiation to performance. Pre-contractual liability may arise from bad faith in negotiations. The rules on unforeseen circumstances (情势变更, qingshi biangeng) allow a court or arbitral tribunal to modify or terminate a contract when fundamental circumstances change after contract formation to a degree that was not foreseeable and renders performance manifestly unfair.
Specific contract regulation covers the most important commercial and consumer contracts. The sales contract provisions include detailed rules on the transfer of risk, warranties against defects, and remedies for non-conforming goods. The lease provisions protect tenant rights, including the right to renew and limits on rent increases. The loan provisions distinguish between commercial loans (regulated by banking law) and private loans (governed by the Code with interest rate restrictions).
Book IV: Personality Rights
Book IV (Articles 989-1038) is the most innovative part of the Civil Code and the first separate codification of personality rights in any civil code. It recognises rights to life, body, health, name, image, reputation, honour, privacy, and personal information. The inclusion of a standalone book on personality rights reflects the growing importance of personal dignity in Chinese society and the legislature’s response to the challenges of the digital age.
The Personality Rights book provides comprehensive protection for personal integrity. The right to life and the right to body are inviolable: no organisation or individual may infringe upon these rights. The right to health protects physical and mental well-being. Medical treatment requires informed consent, and clinical trials and human genetic research are subject to strict regulation.
The right to name and the right to image protect personal identity. Unauthorised use of another’s name or image for commercial purposes is prohibited. The right to reputation protects against defamation and insult. The right to honour protects against the deprivation of lawfully conferred honours. The right to privacy protects private life, private space, private activities, private information, and the peaceful enjoyment of one’s home.
The protection of personal information (个人信息, geren xinxi) is a significant innovation. The Code defines personal information as electronic or other information that identifies or can identify a natural person, including name, date of birth, identity card number, biometric information, address, and telephone number. The collection, use, processing, and transmission of personal information must comply with the principles of legality, legitimacy, and necessity, and require the consent of the information subject.
Book V: Marriage and Family
Book V (Articles 1039-1121) codifies family law, governing marriage, family relations, and adoption. The Code maintains the principle of freedom of marriage, monogamy, and equality between spouses. Marriage is valid only upon registration with the civil affairs department. The minimum age of marriage is 22 for men and 20 for women. Marriages that are bigamous, within prohibited degrees of relationship, or where either party lacks capacity are void.
Matrimonial property is governed by rules distinguishing between separate property (property owned by one spouse before marriage or acquired by inheritance or gift) and community property (property acquired during the marriage). Spouses may agree on a different property regime by contract. The Code provides for compensation for domestic work: a spouse who has performed more than his or her share of domestic duties may claim compensation upon divorce.
Divorce may be by mutual agreement or by judicial decree. The Code introduced a cooling-off period of 30 days for mutual agreement divorce: either spouse may withdraw the application within 30 days of filing, preventing the registration of divorce. Judicial divorce is granted when mutual affection no longer exists, as evidenced by specific grounds including bigamy, cohabitation with a third party, domestic violence, desertion, or separation for two years.
Book VI: Succession
Book VI (Articles 1122-1163) regulates inheritance. The Code recognises two forms of succession: testamentary succession (遗嘱继承, yizhu jicheng) and statutory succession (法定继承, fading jicheng). Testamentary succession takes priority over statutory succession. The Code expanded the recognised forms of wills to include printed wills (打印遗嘱) and video-recorded wills (录音录像遗嘱), in addition to notarised, handwritten, and oral wills.
Statutory succession follows a prescribed order. The first-order heirs are spouse, children, and parents. The second-order heirs are siblings, grandparents, and maternal grandparents. Grandchildren may inherit by representation if their parent predeceased the decedent. The Code expanded the scope of statutory heirs to include the children of siblings (nieces and nephews) as heirs by representation, broadening the circle of potential intestate successors.
Book VII: Tort Liability
Book VII (Articles 1164-1258) governs tort liability, providing for compensation for harm caused by tortious conduct. The Code distinguishes between fault-based liability (过错责任, guocuo zeren), presumed fault liability, and strict liability (无过错责任, wu guocuo zeren). The general rule is fault-based liability: a person who causes harm through fault bears tort liability. Presumed fault shifts the burden of proof to the defendant. Strict liability applies in specified cases including product liability, environmental pollution, and ultra-hazardous activities.
Punitive damages (惩罚性赔偿, chengfaxing peichang) are available for intentional infringement of intellectual property rights, product defects knowingly manufactured or sold, and intentional infringement of personality rights. The introduction of punitive damages enhances the deterrent effect of tort law and provides stronger remedies for serious violations.
Impact on Chinese Private Law
The Civil Code is the most significant legislative achievement in the history of the PRC. It provides a comprehensive, systematic, and modern regulation of private law relations that reflects both Chinese legal traditions and international standards. The Code addresses contemporary challenges including digital transactions, personal information protection, environmental sustainability, and the changing structure of the family. Its enactment demonstrates China’s commitment to legal codification as a tool for legal development and social governance.