If no provisions applicable to certain civil affairs exist in Acts, customary law shall apply, and if no applicable customary law exists, sound reasoning shall apply.
(1) The exercise of rights and the performance of duties shall be in accordance with the principle of trust and good faith.
(2) No abuse of rights shall be permitted.
All persons shall be subjects of rights and duties throughout their lives.
Majority is attained by a person upon the completion of 19 years of age.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) A minor shall obtain the consent of his agent by law to perform any juristic act:Provided, That exceptions shall be made in cases where the juristic act concerned is one merely to acquire rights or to be relieved from obligations.
(2) Any act done in violation of the provision of the preceding paragraph is voidable.
A minor, in regard to property of which he has been permitted by his agent by law to dispose of within the scope specified by the latter, may dispose of it at his will.
Before a minor performs any juristic act, his agent by law may cancel the consent and permission given under the preceding two Articles.
(1) A minor who has been permitted to carry on a specific business by his agent by law shall have in relation to such specific business the same capacity as a person of full age.
(2) An agent by law may cancel or qualify the permission under the preceding paragraph:Provided, That the cancellation or qualification cannot be set up against a third person acting in good faith.
(1) The Family Court shall adjudicate on the commencement of adult guardianship for a person who continuously lacks the capacity to manage affairs due to mental restraints due to a disease, disability, old age or by any other cause upon the application of the principal, his/her spouse, any relative within the fourth degree of relationship, guardian of the minor, supervisor of guardianship for the minor, limited guardian, supervisor of limited guardianship, specific guardian, supervisor of specific guardianship, public prosecutor, or the chief of a local government.
(2) The Family Court shall take the will of the principal into account in adjudicating on the commencement of adult guardianship.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) Any juristic act done by an adult ward is voidable.
(2) Notwithstanding paragraph (1), the Family Court may determine the scope of the irrevocable juristic acts of adult wards.
(3) The Family Court may change the scope decided under paragraph (2) upon the application of the principal, his/her spouse, his/her first cousin or closer relative, adult guardian, supervisor of adult guardianship, public prosecutor, or the head of a local government.
(4) Notwithstanding paragraph (1), any juristic act necessary for everyday life and the price for which is not excessive, such as the purchase of daily necessities, shall not be cancelled by an adult guardian.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
Where the cause for commencement of adult guardianship has ceased, the Family Court shall adjudicate on the termination of adult guardianship upon the application of the principal, his/her spouse, any relative within the fourth degree of relationship, adult guardian, supervisor of guardianship for the adult, public prosecutor, or the head of a local government.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) The Family Court shall adjudicate on the commencement of limited guardianship for a person who continuously lacks the capacity to manage affairs due to mental restraints caused by a disease, disability, old age or by any other cause upon the application of the person himself/herself, his/her spouse, his/her first cousin or closer relative, guardian of the minor, supervisor of guardianship for the minor, guardian of the adult, supervisor of guardianship for the adult, specific guardian, supervisor of specific guardianship, public prosecutor, or the head of a local government.
(2) Article 9 (2) shall apply mutatis mutandis to the commencement of limited guardianship.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) The Family Court may determine the scope of acts for which a limited ward shall obtain consent from his/her limited guardian.
(2) The Family Court may change the scope of acts for which a limited ward must obtain consent from his/her limited guardian under paragraph (1) upon the application of the principal, his/her spouse, his/her first cousin or closer relative, limited guardian, supervisor of limited guardianship, public prosecutor, or the head of a local government.
(3) When a limited guardian fails to give consent to any act that requires his/her consent despite the possibility of infringing upon the interest of the limited ward, the Family court may, upon the application of the limited ward, grant permission that substitutes for the consent of the limited guardian.
(4) When a limited ward has done a juristic act that requires the consent of the limited guardian without the consent of the limited guardian, the limited guardian may cancel such juristic act:Provided, That the same shall not apply to any juristic act necessary for everyday life and the price for which is not excessive, such as the purchase of daily necessities.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
Where the cause for commencement of limited guardianship has ceased, the Family Court shall adjudicate on the termination of limited guardianship upon the application of the principal, his/her spouse, his/her first cousin or closer relative, limited guardian, supervisor of limited guardianship, public prosecutor, or the head of a local government.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) The Family Court shall adjudicate on the commencement of specific guardianship for a person who requires temporary guardianship or guardianship for any specific affairs due to mental restraints caused by a disease, disability, old age or by any other cause upon the application of the principal, his/her spouse, his/her first cousin or closer relative, guardian of the minor, supervisor of guardianship for the minor, public prosecutor, or the head of a local government.
(2) No specific guardianship shall be exercised against the will of the principal.
(3) In adjudicating on specific guardianship, the period or the scope of affairs for the specific guardianship shall be decided.
<This Article Newly Inserted by Act No. 10429, Mar. 7, 2011>
(1) When the Family Court adjudicates on the commencement of adult guardianship for a limited ward or specific ward, it shall adjudicate on the termination of the former limited guardianship or specific guardianship.
(2) When the Family Court adjudicates on the commencement of specific guardianship for an adult ward or specific ward, it shall adjudicate on the termination of the former adult guardianship or specific guardianship.
<This Article Newly Inserted by Act No. 10429, Mar. 7, 2011>
(1) The other party to an act done by a person with limited capacity may, after the person with limited capacity has become a person of full capacity, demand that the latter give a definite answer within a period, which shall be at least one month, as to whether the latter ratifies the voidable act or not. If the person who has become a person of full capacity, fails to dispatch a definite answer within such period, the act shall be deemed ratified.
(2) Before the person with limited capacity has become a person of full capacity, the demand under paragraph (1) may be made to his/her legal representative, and when his/her legal representative fails to dispatch a definite answer within the fixed period, the act shall be deemed ratified.
(3) Any act for which special formalities are required shall be deemed canceled unless a definite answer in compliance with such formalities is dispatched within the fixed period.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) The other party to a contract concluded by a person with limited capacity may withdraw his/her declaration of intention toward the contract until it has been ratified:Provided, That the same shall not apply where the other party has learned that the latter was a person with limited capacity at the time of concluding the contract.
(2) The other party to a unilateral act done by a person with limited capacity may refuse to comply with the act until it has been ratified.
(3) The declaration of intention of the withdrawal under paragraph (1) or refusal under paragraph (2) may be forwarded to the person with limited capacity.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) If a person with limited capacity has used a fraudulent means to induce the belief that he/she is a person of full capacity, he/she cannot void his/her act.
(2) Paragraph (1) shall also apply where a minor or limited ward has used fraudulent means to induce the belief that he/she has obtained the consent of his/her legal representative.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) The base and center of living of each person shall be his domicile.
(2) A person may have two or more domiciles at the same time.
If the domicile is unknown, the temporary domicile shall be deemed to be the domicile.
The temporary domicile in Korea of a person having no domicile in Korea shall be deemed to be his domicile.
In case a temporary residence is determined concerning a certain act, this shall be deemed to be the domicile with regard to the act.
(1) If a person has left his domicile or temporary domicile without appointing an administrator for his property, a court shall, on the application of any person interested or a public prosecutor, order such steps necessary for the management of his property. The same shall apply when the authority of an administrator has come to an end during the absence of his principal.
(2) If the principal subsequently appoints an administrator, the court shall cancel its order on the application of the principal, administrator, any person interested, or of a public prosecutor.
In a case where the absentee has appointed an administrator, and it is unknown whether the absentee is alive or dead, a court may, on the application of the administrator, any person interested, or of a public prosecutor, appoint another administrator in his stead.
(1) An administrator appointed by a court shall prepare an inventory of the property which he is to manage.
(2) The court may order the administrator appointed by the court to take such steps necessary for preservation of an absentee’s property.
(3) If it is not known whether an absentee is alive or dead, and an application has been made by a person interested or by a public prosecutor, the court may order the administrator appointed by the absentee to take the steps under the preceding two paragraphs.
(4) In case of the preceding three paragraphs, expenses thereof shall be defrayed out of the property of the absentee.
If the administrator appointed by the court finds it necessary to perform functions in excess of the powers specified in Article 118, he shall obtain the consent of the court. The same shall apply in a case where an administrator appointed by the absentee finds it necessary to perform functions in excess of the powers fixed by the absentee, and it is unknown whether the absentee is alive or dead.
(1) The court may require an administrator appointed by the court to furnish reasonable security for the management and return of the property.
(2) The court may award the administrator appointed by the court reasonable remuneration out of the property of the absentee.
(3) The above two paragraphs shall apply mutatis mutandis to an administrator appointed by an absentee in a case where it is unknown whether the absentee is alive or dead.
(1) If it is uncertain for five years whether an absentee is alive or dead, the court shall, on the application of any person interested or of a public prosecutor, make a judicial declaration of disappearance.
(2) The provisions of the preceding paragraph shall also be applicable where the survival or death of a person who was on a battlefield, aboard a sunken vessel or a downed aircraft, or encountered any other peril that might be a cause of death, is not known distinctly for one year after the termination of the war, the sinking of the vessel or the crash of the aircraft, or the end of any other peril.
A person against whom a judicial declaration of disappearance has been made is deemed to have died at the expiration of the period mentioned in the preceding Article.
(1) If it has been proved that a person against whom a judicial declaration of disappearance has been made, is alive or dead at a time different from that specified in the preceding Article, the court shall, on the application of the person himself, any person interested, or a public prosecutor, annul the judicial declaration of disappearance:Provided, That such annulment shall not affect the validity of acts done in good faith, after the judicial declaration of disappearance and prior to its annulment.
(2) When a judicial declaration of disappearance has been annulled, a person who has acquired property by the direct result of the judicial declaration of disappearance shall be liable to return such property only to the extent that he is still enriched, in a case where he acquired the property in good faith. In a case where he acquired the property in bad faith, he shall return such property with interest, and if there has been any damage, he shall pay for the damage.
In case two or more persons died of the same peril, it is presumed that they died at the same time.
No juristic person can come into existence other than in accordance with the provisions of the Acts.
An association or foundation relating to science, religion, charity, art, social intercourse, or otherwise relating to enterprises not engaged for profit or gain, may be formed as a juristic person subject to the permission of the competent authorities.
A juristic person shall come into existence by making registration for Incorporation at the seat of the principal office of the juristic person.
A juristic person shall be a subject of rights and duties, in accordance with the provisions of Acts, and within the scope of its objects as determined by the Articles of incorporation.
(1) A juristic person shall be liable for any damages done to other persons by its directors or other representatives in the performance of their duties. This liability of a juristic person shall not relieve the directors or other representatives of their own liabilities for damages sustained thereby.
(2) If any damage has been caused to other persons as a result of an ultra-vires act of a juristic person, those members, directors, and other representatives who have supported a resolution for such ultra-vires act, or have carried it out, shall be joint and severally liable for the damages caused thereby.
The domicile of a juristic person shall be regarded to be located in the seat of its principal office.
The business of a juristic person shall be inspected and supervised by the competent authorities.
In a case where a juristic person operates such business outside the scope of its purpose, violates such conditions attached to the permission for its incorporation, or does acts harming public interests, the competent authorities may cancel the permission.
(1) An association which aims at profit-making may be made a juristic person in accordance with the conditions prescribed for the formation of trading companies.
(2) All the provisions concerning business companies shall apply mutatis mutandis to the incorporated association under the preceding paragraph.
The founder of an incorporated association shall draw up Articles of incorporation containing the following matters, and shall sign and seal it:
1. Objective;
2. Name;
3. Seat of Office;
4. Provisions concerning assets;
5. Provisions concerning appointment and removal of directors;
6. Provisions concerning the acquisition and loss of qualification for membership;and
7. Period for duration or cause of dissolution, if any.
No restriction placed on the power of representation of any director has effect unless the restriction is stated in the Articles of incorporation.
(1) The Articles of an incorporated association may be altered only with the consent of two thirds or more of all the members:Provided, That other provisions concerning the quorum are stipulated in the Articles of incorporation, such provisions shall apply.
(2) Any alteration in the Articles of incorporation shall not be effective unless it is permitted by the competent authorities.
The founder of an incorporated foundation shall endow a certain property, and draw up Articles of incorporation containing the particulars mentioned in subparagraphs 1 through 5 of Article 40, and sign and seal it.
If the founder of an incorporated foundation died without determining the name, seat of office, or method of appointment and removal of its directors of the foundation, the court shall, on the application of any person interested or of a public prosecutor, determine those.
(1) The Articles of an incorporated foundation may be altered only in a case where the method of alteration thereof is stipulated in the Articles of incorporation.
(2) If it is necessary to alter the articles of incorporation for the purpose of achieving the objective of an incorporated foundation, or for the preservation of its property, its name or its seat of office may be altered, regardless of the provisions of the preceding paragraph.
(3) Article 42 (2) shall apply mutatis mutandis to the preceding two paragraphs.
If it is impossible to achieve the objectives of an incorporated foundation, the founder or directors may alter the objectives or other particulars of the articles of incorporation, taking into consideration the purposes of the formation, subject to the permission of the competent authorities.
(1) If an incorporated foundation is formed by a disposition inter vivos, the provisions relating to gifts shall apply mutatis mutandis.
(2) If an incorporated foundation is formed by a will, the provisions relating to testamentary gift shall apply mutatis mutandis.
(1) In a case where the incorporated foundation is formed through a disposition inter vivos, the property given by way of endowment shall become the property of the juristic person as from the time when the juristic person is incorporated.
(2) In a case where the incorporated foundation is formed through a will, the property so given shall be deemed to have vested in the juristic person as from the time when the will became effective.
(1) When the incorporation of a juristic person is permitted, the juristic person shall register its incorporation at the seat of its principal office within three weeks from the date of the permission.
(2) The particulars to be registered under the preceding paragraph shall be as follows:
1. Objective;
2. Name;
3. Office;
4. Date of permission for incorporation;
5. Period of duration or causes of dissolution, if any;
6. Total value of the assets;
7. Method of effecting contributions, if any;
8. Full names and domiciles of directors;and
9. Any restriction in a case where restriction is placed upon the power of representation of directors.
(1) When a juristic person establishes a branch office, the establishment shall be registered within three weeks at the seat of the principal office. At the seat of the branch office, the particulars under paragraph (2) of the preceding Article, shall be registered within the same period. At the seat of other branch offices, the establishment shall be registered within the same period.
(2) In a case where the branch office is newly established within the jurisdiction of a register office which exercises jurisdiction over the seat of the principal office, or the established branch office, only the establishment shall be registered within the period under the preceding paragraph.
(1) In a case where the juristic person has transferred its office, such transfer shall be registered at the seat of the former office within three weeks, and the particulars mentioned in Article 49 (2) shall be registered at the seat of the new office within the same period.
(2) In a case where an office has been transferred from one place to another within the jurisdiction of the same register office, only the transfer shall be registered.
In a case where any alteration has occurred in any of the particulars mentioned in Article 49 (2), the registration thereof shall be made within three weeks.
Where the exercise of director’s duties is suspended, where a provisional disposition of appointing a proxy for duties is made, or where the provisional disposition is altered or cancelled, the registration thereof shall be made at the registry in the place where a principal office or branch office is located.
<This Article Newly Inserted by Act No. 6544, Dec. 29, 2001>
If any of the particulars to be registered in accordance with the provisions of the preceding three Articles requires the permission of the authorities, the period for registration shall be computed from the date of the arrival of the permit in question.
(1) Particulars to be registered in this Section other than that for incorporation purposes cannot be set up against a third party until such particulars are registered.
(2) The court shall immediately give public notice of the particulars registered.
(1) A juristic person shall, at the time of its formation and within three months of every year, prepare an inventory of assets and keep the same in its office. In a case where the special business term is fixed, the inventory shall be made at the time of its formation and at the end of the business term.
(2) An incorporated association shall keep a list of members and revise the list whenever an alteration takes place in its membership.
The membership of an incorporated association shall not be assigned nor inherited.
A juristic person shall have one or more directors.
(1) Directors shall execute the affairs of a juristic person.
(2) In a case where there are two or more directors, the affairs of a juristic person shall be decided by a majority of the directors, unless it is otherwiseprovided for by the articles of incorporation.
(1) The directors shall each represent the juristic person in all its affairs:Provided, That they shall not contravene the purport provided for in the articles of incorporation. An incorporated association shall also comply with the resolutions of general meetings of the members.
(2) In regard to the representation of a juristic person, the provisions relating to agency shall apply mutatis mutandis.
No restriction placed on the power of representation of any director can be set up against a third person unless such restriction is registered.
(1) A proxy for duties under Article 52-2 shall not perform the acts not belonging to the regular affairs of a juristic person, except as otherwise prescribed in the order for a provisional disposition:Provided, That the same shall not apply to the case where a permission from the court has been obtained.
(2) Even where a proxy for duties has performed any acts which violate the provisions of paragraph (1), the juristic person shall be liable to a bona fide third person.
<This Article Newly Inserted by Act No. 6544, Dec. 29, 2001>
Directors shall execute their duties with such care as is required of good managers.
Directors may have other persons act as agents for specified acts only when such acts are not forbidden by the articles of incorporation or by a resolution of the general meeting.
If a vacancy has occurred in the post of directors, or there is no director, and there is a reason to believe that damage will ensue therefrom, the court shall appoint a provisional director on the application of any per son interested, or of a public prosecutor.
Directors shall have no power of representation with respect to matters in which the interests of the juristic person and their own interests conflict with each other. In such cases a special representative shall be appointed in accordance with the provisions of the preceding Article.
In a case where any director neglects his duties, he shall be jointly and severally liable to the juristic person for the damages.
A juristic person may, by its articles of incorporation or by a resolution of the general meeting, have auditors.
1. To inspect the financial status of the juristic person;
2. To inspect the manner in which its affairs are executed by the directors;
3. To report to a general meeting or to the competent authorities, if any irregularities are discovered in the financial status or the execution of affairs;and
4. To convene a general meeting, if it is necessary to do so for making the report mentioned in the preceding subparagraph.
All the affairs of an incorporated association, except for those delegated to the directors or other officers by the articles of incorporation, shall be decided by a resolution of the general meeting.
The directors of an incorporated association shall convene a regular general meeting at least once a year.
(1) The directors of an incorporated association may convene a special general meeting whenever they deem it necessary to do so.
(2) The directors shall convene a special general meeting, when a demand stating the purpose of the meeting has been made by one fifth or more of the members. This quorum may be increased or decreased by the Articles of incorporation.
(3) In a case where the directors have not taken necessary procedures for convocation of a general meeting within two weeks after the demand under the preceding paragraph was made, the members who made the demand may convene the meeting with the permission of the court.
The convocation of a general meeting shall be done by dispatching notice at least a week in advance, indicating the object of the meeting, in a manner as stipulated by the Articles of incorporation.
Except as otherwise provided in the Articles of incorporation, resolutions may be adopted at a general meeting only with regard to matters of which advance notice has been given in accordance with the preceding Article.
(1) Each member shall have equal vote.
(2) Members may vote in writing or by proxy.
(3) The preceding two paragraphs shall not apply, if it is otherwise provided in the Articles of incorporation.
In a case where a resolution is to be voted on concerning the relations between the incorporated association and one of its members, such member shall have no right to vote.
(1) Unless otherwise provided in this Act or in the Articles of incorporation, the attendance of a majority of all the members, and the votes of a majority of the members present, shall be necessary for the resolutions of a general meeting.
(2) In the case of Article 73 (2), the members concerned shall be deemed to have attended the meeting.
(1) A minutes for the proceedings of a general meeting shall be maintained.
(2) The minutes shall state the development, outline, and result of the proceedings, and the chairman and directors present shall sign and seal it.
(3) The directors shall keep the minutes at its principal office.
(1) A juristic person shall be dissolved upon the expiration of the period of its duration, the completion of the undertaking which forms the object of the juristic person, or the impossibility of such completion, the happening of any cause of dissolution specified in the Articles of incorporation, bankruptcy, or the annulment of the permission for incorporation.
(2) An incorporated association shall be dissolved in the case where no member remains, or by a resolution of a general meeting.
Unless otherwise provided in the Articles of incorporation, an incorporated association shall not adopt a resolution for dissolution, except with the approval of at least three fourths of all the members.
If a juristic person has become incapable of discharging its obligations in full, the directors shall immediately file a petition for bankruptcy.
(1) The assets of a juristic person which has been dissolved shall revert to the persons designated in the Articles of incorporation.
(2) If no person to whom the assets are to be reverted is designated in the Articles of incorporation, or if the method by which such person is to be determined is not specified therein, the directors or the liquidators may, with the permission of the competent authorities, dispose of the assets for the purposes similar to those of the juristic person:Provided, That in the case of an incorporated association, a resolution of a general meeting is required.
(3) Any property which is not disposed of in accordance with the provisions of the preceding two paragraphs shall revert to the National Treasury.
A juristic person which has been dissolved shall have the rights and duties only within the scope of liquidating purpose.
When a juristic person has been dissolved, the directors shall become the liquidators except in the case of bankruptcy:Provided, That this shall not apply, if otherwise prescribed in the Articles of incorporation, or by the resolution of a general meeting.
If there exists no person to become a liquidator under the preceding Article, or if there is any possibility that damage may ensue because of a vacancy among the liquidators, a court may appoint liquidators on the application of any person interested, or of a public prosecutor, or ex officio.
Where any grave reason exists, the court may remove a liquidator ex officio, or on the application of any person interested, or of a public prosecutor.
(1) Except in the case of bankruptcy, liquidators shall effect the registration of the cause and date of dissolution, their full names, domiciles, and any restriction in a case where restriction is placed upon the power of representation of the liquidators, at the seats of the principal and branch offices within three weeks after their inauguration.
(2) The provisions of Article 52 shall apply mutatis mutandis to the registration under the preceding paragraph.
(1) Except in the case of bankruptcy, liquidators shall report to the competent authorities on the matters under paragraph (1) of the preceding Article within three weeks after their inauguration.
(2) Liquidators inaugurated during the course of liquidation shall report only their full names and domiciles.
(1) The duties of liquidators shall be as follows:
1. Winding up of pending business;
2. Recovery of claims and discharge of obligations;and
3. Distribution of surplus assets.
(2) Liquidators may do all acts necessary for performing the duties specified in the preceding paragraph.
(1) Liquidators shall, within two months from the day on which they assumed office, give at least three public notices to obligers calling upon them to report their claims within a specified period, which shall not be less than two months.
(2) A statement shall be included in the public notice under the preceding paragraph that the claims of obligees who do not report their claims within the period will be excluded from liquidation.
(3) The public notice under paragraph (1) shall be given in the same manner as that of particulars to be registered to the court.
Liquidators shall give a separate notice to each obligee known to them to report his claim. Obligees known to liquidators shall not be excluded.
Liquidators shall not discharge obligation to obligees within the period under Article 88 (1):Provided, That the juristic person, shall not be exempt from liability for paying damages accruing from the delay.
(1) The juristic person which is in the course of liquidation may discharge those obligations which are not yet due.
(2) In the case of the preceding paragraph, in regard to the claims with conditions, claims with indefinite period of duration, and other claims whose amount is not determined, they shall be discharged at the amount as appraised by an appraiser appointed by the court.
Obligees excluded from liquidation may claim against such property only as has not yet been delivered to the persons to whom the property is to revert after the liabilities of the juristic person have been fully satisfied.
(1) When it has become clear in the course of liquidation that the assets of the juristic person are insufficient to fully satisfy his liabilities, the liquidators shall immediately file a petition for bankruptcy and give a public notice thereof.
(2) The duties of the liquidators shall come to an end when they hand over the affairs to the bankruptcy trustee.
(3) The provisions of Article 88 (3) shall apply mutatis mutandis to the public notice under paragraph (1).
When the liquidation has been completed, liquidators shall register it within three weeks thereafter, and make a report thereon to the competent authorities.
The dissolution and liquidation of a juristic person shall be subject to the inspection and supervision of the court.
The provisions of Articles 58 (2), 59 through 62, 64, 65, and 70 shall apply mutatis mutandis to liquidators.
Directors, auditors, or liquidators of a juristic person shall be liable for a fine for negligence of not more than 5,000,000 won in any of the following cases:
1. If they have neglected to effect any of the registrations prescribed in this Chapter;
2. If they have contravened the provisions of Article 55, or have made false statements in the inventory of assets or in the list of the members;
3. If they have obstructed inspection and supervision prescribed in Articles 37 and 95;
4. If they have made false statements to, or have concealed facts from, the competent authorities or a general meeting;
5. If they have violated the provisions of Articles 76 and 90;
6. If, in violation of the provisions of Articles 79 and 93, they have neglected to file a petition for bankruptcy;or
7. If they have neglected to give any of the public notices prescribed in Articles 88 and 93, or have given a false public notice.
Things mentioned in this Act shall mean corporeal things, electricity, and other natural forces which can be managed.
(1) Land and things firmly affixed thereto shall be immovables.
(2) All things other than immovables shall be movables.
(1) If the owner of a thing has attached thereto another thing owned by him in order to permanently facilitate the use of such thing, the thing so attached shall be an accessory.
(2) An accessory shall follow the disposition of the principal thing.
(1) Products derived from a thing in conformity with the use for which the thing is intended shall be natural fruits.
(2) Money and other things accruing as consideration for the use of a thing shall be legal fruits.
(1) Natural fruits shall belong to the person who has the right to take them at the time of their severance from the principal thing.
(2) Legal fruits shall accrue in proportion to the number of days during which the right to acquire them continues to exist.
A juristic act which has for its object such matters as are contrary to good morals and other social order shall be null and void.
A juristic act which has conspicuously lost fairness through strained circumstances, rashness, or inexperience of the parties shall be null and void.
If the parties to a juristic act have declared an intention which differs from any provisions of Acts or subordinate statutes, which are not concerned with good morals or other social order, such intention shall prevail.
If there is a custom which differs from any provisions of Acts or subordinate statutes which are not concerned with good morals or other social order, and if the intention of the parties to a juristic act is not clear, such custom shall prevail.
(1) A declaration of intention shall be valid, even if the declarant has made it with the knowledge that such declaration is different from his true intention:Provided, That such declaration of intention shall be void if the other party was aware, or should have been aware, of the real intention of the declarant.
(2) The nullity of a declaration of intention as mentioned in the preceding paragraph cannot be set up against a third person acting in good faith.
(1) A fictitious declaration of intention made in collusion with any other party shall be null and void.
(2) The nullity of a declaration of intention as mentioned in the preceding paragraph cannot be set up against a third person acting in good faith.
(1) A declaration of intention may be voidable if made under a mistake in regard to any essential elements of the juristic act:Provided, That if there has been gross negligence on the part of declarant, he shall not claim it to be voidable.
(2) The voidance of a declaration of intention as mentioned in the preceding paragraph cannot be set up against a third person acting in good faith.
(1) A declaration of intention made by fraud or duress may be voidable.
(2) If a third person has been guilty of fraud or duress in respect to a declaration of intention made to any other party, such declaration of intention may be voidable only in a case where the other party was aware, or should have been aware, of the fact.
(3) The voidance of a declaration of intention under the preceding two paragraphs cannot be set up against a third person acting in good faith.
(1) A declaration of intention made to another party shall be effective as from the time when notice thereof has reached him.
(2) The validity of a declaration of intention shall not be effected, even if the declarant dies or loses his capacity to act after he has sent the notice.
If a party to whom a declaration of intention has been made is a person with limited capacity at the time he/she receives it, the declaration of intention cannot be set up against him/her:Provided, That the same shall not apply after his/her legal representative becomes aware of the receipt of such declaration.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
In a case where the declarant, (without his negligence), is unable to name the other party or his whereabouts such declaration may be made by means of publication under the Civil Procedure Act.
(1) A declaration of intention made by an agent, within the scope of his authority while disclosing the fact that he is acting for a principal, shall be effective directly against the principal.
(2) The provisions of the preceding paragraph shall apply mutatis mutandis to a declaration of intention made by a third person to an agent.
A declaration of intention made by an agent without disclosing that he is acting for a principal shall be deemed to have been made on his own behalf, but the provisions of paragraph (1) of the preceding Article shall apply mutatis mutandis, if the other party was aware, or should have been aware, that it was made on behalf of the principal.
(1) In a case where the validity of a declaration of intention is to be affected by reason of absence of intention, fraud, duress, or by reason of knowledge or negligent ignorance of certain circumstances, the existence or nonexistence of such reasons shall be determined on the basis of the agent.
(2) In a case where an agent has been commissioned to do a specific juristic act and he has done such act in conformity with the principal’s instructions, the principal cannot set up the agent’s ignorance of any circumstances of which he himself was aware. The same shall apply if the principal was ignorant of such circumstances through his own negligence.
An agent needs not be a person of full capacity.
An agent whose authority is not specified has the authority to do only the following acts:
1. Acts of preservation;and
2. Acts of making use of, or improving the thing or the right which is the object of agency, but only in so far as the nature of such thing or right is not altered thereby.
In case of two or more agents, each agent shall represent the principal unless provided otherwise in the Acts or in the delegation of authority.
An agent created by a juristic act shall not appoint a subagent, except in a case where he has obtained the consent of his principal or an unavoidable reason exists.
(1) If, in the case mentioned in the preceding Article, the agent has appointed a subagent, he shall be responsible to the principal in respect of the appointment and supervision of the subagent.
(2) In a case where an agent has appointed a subagent as designated by the principal, he shall incur no responsibility, unless he knew such subagent to be unfit or untrustworthy and neglected to notify the principal thereof or to remove him.
An agent created by law may, on his own responsibility, appoint a subagent:Provided, That he shall incur only the responsibility specified in paragraph (1) of the preceding Article, in case an unavoidable reason exists.
(1) A subagent shall represent the principal in respect of acts within the scope of his authority.
(2) A subagent has the same rights and duties as the agent towards the principal or third persons.
Without the consent of the principal, an agent shall not perform a juristic act for the principal to which the agent himself is the other party, or shall not become agent of both parties to one juristic act:Provided, That this shall not apply in the performance of an obligation.
A person who has indicated to a third person that he conferred certain power to another person shall be responsible for juristic acts done by such other person towards the third person within the scope of such power:Provided, That this shall not apply in a case where the third person was aware, or should have been aware, that such other person had no power of representation.
If an agent has performed a juristic act in excess of his authority, and if a third person had justifiable reason to believe that the agent had authority to do such an act, the principal shall be responsible for the act.
The power of representation shall lapse if any of the following causes arises:
1. Death of the principal;
2. Death, commencement of adult guardianship, or bankruptcy of the agent.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
The power of representation created by a juristic act shall lapse upon termination of the caused juristic relations in addition to the causes mentioned in the preceding Article. The same shall apply in a case where the principal withdraws the delegation of authority before the juristic relations are terminated.
The lapse of power of representation cannot be set up against a third person acting in good faith, unless such third person was negligent in not knowing such lapse.
If a person without power of representation concludes a contract as an agent of another, such contract shall not be effective against the principal, unless it is ratified by the principal.
In the case of a person without power of representation concluding a contract as an agent of another, the other party may give peremptory notice to the principal demanding a definite answer as to whether he ratifies the contract or not, within a period reasonably fixed by the other party. If the principal does not send a definite answer within such period, he is deemed to have refused to ratify.
The declaration of intention of a ratification or refusal cannot be set up against the other party, unless it is made to him:Provided, That this shall not apply in a case where the other party was aware of the fact.
In the absence of any declaration of intention to the contrary, ratification shall be effective retroactively as from the time the contract was entered:Provided, That the right of a third person shall not be prejudiced thereby.
A contract made by a person without power of representation may be withdrawn in respect to the principal or his agent by the other party, so long as it has not been ratified by the principal:Provided, That this shall not apply in a case where the other party was aware of the fact that such person had no such power when the contract was entered.
(1) If a person who has made a contract as an agent of the other party can neither prove his/her authority nor get the principal to ratify the contract, he/she shall be liable to the other party, at the latter’s option, either for the performance of the contract or for the compensation for damage or losses.
(2) Paragraph (1) shall not apply if the other party was aware, or should have been aware, that the person who has made a contract as an agent had no power of representation, or if the person who has made the contract as an agent was a person with limited capacity.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
The provisions of the preceding six Articles shall apply to a unilateral act, only in a case where, at the time the act was done, the other party either consented to the act being done without proper authority by the person holding himself out to be an agent, or did not contest his authority. The same shall apply to a unilateral act which was done, with his consent, to a person without power of representation.
In a case where a part of a juristic act is null, the entire part of the juristic act shall be made null:Provided, That in a case where it is deemed that the juristic act would have been done if the null part had not existed, then the rest of the act shall not become null.
In a case where a null juristic act possesses requirements for another juristic act, and it is deemed that if the parties had known the nullity, they would have intended to do the other juristic act, such a null act shall have the effect as the other juristic act.
A null juristic act shall not become effective by ratification:Provided, That if the party has ratified it with the knowledge of its nullity, he shall be deemed to have performed a new juristic act.
A voidable juristic act may be voided only by a person with limited capacity, a person who has made a declaration of intention by mistake, fraud or duress, or such person’s agent or successor.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
A juristic act which has been voided shall be deemed void from the beginning:Provided, That a person with limited capacity shall be liable to make reparation only to the extent that he/she is still enriched by reason of such act.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
In a case where the other party to a voidable juristic act is an identified person, the voidance shall be effected by declaring intention to the other party.
(1) A voidable juristic act may be ratified by the persons mentioned in Article 140. After the ratification it shall not be voided.
(2) The preceding Article shall apply mutatis mutandis to the preceding paragraph.
(1) Ratification shall become effective only if it is made after causes for voidance have ceased.
(2) Paragraph (1) shall not apply where ratification is made by a legal representative or guardian.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
If any of the following events takes place with regard to a voidable act after it has become possible to ratify in accordance with the provisions of the preceding Article, the act shall be deemed to have been ratified;Provided, That this shall not apply where any objection is reserved.
1. Performance in full or part;
2. Demand for performance;
3. Novation;
4. Furnishing of security;
5. Assignment, in whole or in part, of the rights acquired by the voidable act;and
6. Compulsory execution.
The right to declare an act voidable shall be exercised within three years from the time when it becomes possible to ratify, or within ten years from the time of performing the juristic act.
(1) A juristic act subject to a condition precedent shall become effective upon the fulfilment of the condition.
(2) A juristic act subject to a condition subsequent shall cease to be effective upon the fulfilment of the condition.
(3) If the parties declare an intention that the effect of the fulfilment of conditions be affected retroactively before the actual fulfilment, this intention shall prevail.
Neither party to a juristic act subject to a condition shall, during the pendency of the condition, do anything to impair the benefit which the other party might derive from such act upon the fulfilment of the condition.
The rights and duties of the parties during the pendency of a condition may be disposed of, inherited, preserved or secured in accordance with the general rules.
(1) If a party who is to be disadvantaged upon the fulfilment of a condition has intentionally obstructed the fulfilment of such condition against the principles of trust and good faith, the other party may treat the condition as having been fulfilled.
(2) If a party who is to be advantaged upon the fulfilment of a condition has intentionally fulfilled such condition against the principles of good faith and trust, the other party may treat the condition as not having been fulfilled.
(1) If a condition is against good morals or other social order, the juristic act subject to the condition shall be null and void.
(2) If the condition has already been fulfilled at the time of the juristic act, such juristic act shall be unconditional in the case of a condition precedent, and null and void in the case of a condition subsequent.
(3) If the non-fulfilment of the condition was already certain at the time of the juristic act, such juristic act shall be unconditional in the case of a condition subsequent, and null and void in the case of a condition precedent.
(1) If a juristic act is subject to a time of commencement, it shall be effective when such time arrives.
(2) If a juristic act is subject to a time of termination, it shall cease to be effective when such time arrives.
(1) Time is presumed to be stipulated for the benefit of the obligor.
(2) The benefit of time may be waived, but the interests of the other party shall not be prejudiced thereby.
The provisions of Articles 148 and 149 shall apply mutatis mutandis to a juristic act subject to time.
The method of computing the period of time shall be governed by the provisions of this Chapter, unless it is otherwise provided by Acts or subordinate statutes by a judicial disposition or a juristic act.
If a period has been fixed by the hour, minute or second, it shall be computed from the given moment.
If a period has been fixed by the day, week, month or year, the first day of such period shall not be included in the computation:Provided, That this shall not apply if the period begins at midnight.
In counting age, the day on which one was born shall be included.
If a period has been fixed by the day, week, month or year, the period shall mature upon the expiration of the last day of such period.
(1) If a period has been fixed by the week, month or year, it shall be computed according to the calendar.
(2) If a period does not commence at the beginning of a week, month or year, such period shall mature on the day in the last week, month or year preceding the day corresponding to that which it commenced.
(3) In cases where a period has been fixed by the month or year, if there is no corresponding day in the last month, the last day of the month shall be the day of maturity.
Where the last day of a period falls on a Saturday or a national holiday, such period shall mature on the following day.
<Title of this Article Amended by Act No. 8720, Dec. 21, 2007>
(1) The extinctive prescription of a claim shall become complete if not exercised for a period of ten years.
(2) The extinctive prescription of property rights, other than a claim and ownership, shall become complete if not exercised for a period of twenty years.
The extinctive prescription of claims defined in the following subpara graphs shall become complete if not exercised for a period of three years:
1. Interest, support fees, salaries, rent, and other claims purporting for the delivery of money or other things within a time limit of one year;
2. Claims of medical practitioners, midwives, nurses, and pharmacists, for medical treatment, professional services, and dispensation of medicines;
3. Claims of contractors, engineers, and persons engaging in planning or supervising works, for the execution of their works;
4. Claims against attorneys-at-law, patent agents, notaries public, certified public accountants, and certified judicial scriveners, for the return of documents kept in connection with their services;
5. Claims of attorneys-at-law, patent agents, notaries public, certified public accountants, and certified judicial scriveners, for their services;
6. Items received in exchange for products and merchandise sold by producers and merchants;and
7. Claims of artisans and manufacturers for their works.
The extinctive prescription of claims mentioned below shall become complete if not exercised for a period of one year:
1. The right to claim fees of hotels, restaurants, assembly rooms for hire, places of lodging and entertainment, refreshment, hire of rooms, admission fees, and the price of articles of consumption, as well as for substituted donation for another person;
2. Claims of rent for the hire of clothing, bedding, funeral necessaries, and other movables;
3. Claims of wages of manual workers and public performers and the price of Articles supplied to them;and
4. Claims of school proprietors, keepers of boarding schools, and teachers, for the education, clothing, food, and lodging of pupils, and apprentices.
(1) The period of extinctive prescription of claims established by a judgment shall be ten years, even in a case where the period for the original claim is shorter under the Act.
(2) The preceding paragraph shall also apply to claims established by bankruptcy proceedings, compromise in court, judicial conciliation or any other process having the same effect as a judgment.
(3) The provisions of the preceding two paragraphs shall not apply to claims which were not yet due at the time when the judgment became final.
(1) Extinctive prescription shall run from the time it becomes possible to exercise a certain right.
(2) The extinctive prescription of a claim, purporting to forbear, shall run from the time of its violation.
The effect of extinctive prescription shall be retroactive to the day on which it began to run.
Extinctive prescription shall be interrupted in any of the following cases:
1. Demand;
2. Attachment, provisional attachment or provisional disposition;and
3. Acknowledgment.
The interruption of prescription shall be effective only between the parties themselves and their successors in title.
(1) A demand by way of judicial proceedings shall have no effect of interrupting prescription, if the judicial action is dismissed, rejected or withdrawn.
(2) In the case of the preceding paragraph, if a demand by way of judicial proceedings, intervention in bankruptcy proceedings, attachment or provisional attachment, or provisional disposition is made within six months, the prescription shall be deemed to have been interrupted by the demand by way of the first judicial proceedings.
Intervention in bankruptcy proceedings shall have no effect of interrupting prescription if those proceedings are cancelled by a creditor or if his demand for intervention is dismissed.
An order for payment shall have no effect of interrupting prescription if it lapses for the claimant’s failure to apply for provisional execution within the period of time prescribed by law.
A summons for compromise shall have no effect of interrupting prescription, unless an action is brought within one month and the other party does not appear or a compromise is not arrived at. The same shall apply in the case of a voluntary appearance where a compromise is not arrived at.
A peremptory notice shall have no effect of interrupting prescription unless a demand by judicial proceedings, intervention in bankruptcy proceedings, a summons for compromise or a voluntary appearance for the same purpose, an attachment, a provisional attachment or a provisional disposition is taken within six months.
An attachment, a provisional attachment, or a provisional disposition, shall have no effect of interrupting prescription if annulled on the application of the claimant or by reason of non-compliance with any provisions of Acts.
An attachment, a provisional attachment, or a provisional disposition, if not effected against the person in whose favour prescription is running, shall not have the effect of interrupting prescription until such person has been notified thereof.
In order to make an acknowledgement, having the effect of interrupting prescription, no capacity or authority for disposition in respect of the rights of the other party is required.
(1) In a case where a prescription is interrupted, the period of prescription passed until the interruption shall not be computed, and the prescription which was interrupted begins to run anew from the time when the cause of such interruption has ceased to exist.
(2) Prescription which was interrupted by a demand by judicial proceedings begins to run anew from the time when the judgment thereon becomes finally binding in accordance with the provisions of the preceding paragraph.
If a person with limited capacity has been without a legal representative within six months prior to the maturity of the period of extinctive prescription, the prescription shall not become complete against him/her for a period of six months from the time he/she becomes a person of full capacity or when a legal representative assumes office.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
(1) In respect of the rights which a person with limited capacity has against his/her father, mother, or his/her guardian who manages his/her property, extinctive prescription shall not become complete for
a period of six months from the time he/she becomes a person of full capacity or when a succeeding legal representative assumes office.
(2) In respect of the rights which one spouse has against the other, extinctive prescription shall not become complete for a period of six months from the time of the dissolution of the marital relationship.
<This Article Wholly Amended by Act No. 10429, Mar. 7, 2011>
In respect of the rights on or against estate of inheritance, extinctive prescription shall not become complete for a period of six months from the time of identification of a successor, appointment of administrator or adjudication of bankruptcy.
In a case where it is impossible to interrupt extinctive prescription because of a natural calamity or any other accidents, prescription shall not become complete for a period of one month from the time when such obstacle ceases to exist.
When the extinctive prescription of a principal right has become complete, it shall affect its accessory right.
(1) The benefit of extinctive prescription may not be waived in advance.
(2) Although extinctive prescription shall, by a juristic act, not be excluded, extended or aggravated, it may be shortened or lessened.