Abstract：All types of for-profit legal persons and non-profit legal persons stipulated in the Chapter on Legal Persons of the General Part of the Civil Code have their corresponding special laws or regulations. After the enactment of the Civil Code, these special laws and regulations not only continue to exist but some have also been revised. From the perspective of the relationship between the Civil Code and special laws or regulations, the provisions on legal persons in the Civil Code exhibit different applicable values and methods for different types of legal persons.The provisions of the Civil Code are generally unnecessary for application to companies. In the Chapter on Legal Persons of the Civil Code, most rules applicable to companies are originally derived from the Company Law. The 2023 revision of the Company Law, by incorporating rules from the Civil Code, demonstrates its effort to form a self-contained and comprehensive system. Where the rules of the Civil Code conflict with those of the Company Law, the provisions of the Company Law are more specific and up-to-date, possessing the characteristics of both a special law and a later-enacted law; thus, they should take precedence in application.With respect to non-profit legal persons, the provisions of the Civil Code present two scenarios. The first scenario includes rules that have no applicable value for non-profit legal persons, such as situations where the Civil Code’s rules duplicate those of special regulations; the Civil Code’s rules merely serve as a reminder of the special regulations, and the special regulations provide more detailed rules that should be applied, or the Civil Code’s provisions are incomplete. The second scenario includes rules that are applicable to non-profit legal persons, which can be further divided into directly applicable rules and rules applicable by analogy. Although some rules may appear directly applicable, they can only be applied indirectly as a statutory authorization for analogy. This is because these rules originate from the Company Law, while the purposes and governance structures of non-profit legal persons differ significantly from those of companies. The existence of multiple rules providing individual authorization for analogy can serve as a basis for overall analogy, enabling the application of Company Law rules to fill the gaps in the rules governing non-profit legal persons, to the extent permitted by their nature.Similar to non-profit legal persons, the Civil Code rules for other types of for-profit legal persons (i.e., corporate enterprises other than companies) can also be divided into two categories: inapplicable and applicable. Since they are also for-profit legal persons, the applicable rules constitute the major part.The provisions on legal persons in the General Part of the Civil Code are neither truly “codified” nor “general”. Due to the continued existence and ongoing revision of special laws and regulations, the Chapter on Legal Persons of the General Part of the Civil Code already faced the problem of decodification upon its promulgation. The Chapter on Legal Persons of the Civil Code does not extract a general part (Gemeiner Teil) but rather copies provisions from various special laws and regulations, primarily the Company Law. When interpreting and applying the provisions of the Chapter on Legal Persons of the Civil Code, it is necessary to determine the necessity of application, the method of application, and the limits of analogy based on the specific type of legal person. At the same time, focus should be placed on non-profit legal persons, with analogy as the primary method to reshape the system of the Chapter on Legal Persons of the General Part of the Civil Code, thereby endowing it with applicability and systematic value.
殷秋实. 与单行法关系视角下《民法典》法人规则的适用[J]. 浙江大学学报(人文社会科学版), 2026, 56(6): 88-104.
Yin Qiushi. Application of the Legal Person Rules of Civil Code from the Perspective of the Relationship with Special Laws and Regulations. JOURNAL OF ZHEJIANG UNIVERSITY, 2026, 56(6): 88-104.
2026, Vol. 56 
