票据法（英文版）

Law of the People's Republic of China on Negotiable Instruments (Adopted at the 13th Meeting of the Standing Committee of the Eighth National People’s Congress on May 10, 1995, promulgated by Order No. 49 of the President of the People’s Republic of China on May 10, 1995, and amended according to the Decision of the Standing Committee of the Tenth National People’s Congress on Amending the Law of the People’s Republic of China on Negotiable Instruments adopted at its 11th Meeting on August 28, 2004) Contents Chapter I General Provisions Chapter II Bills of Exchange Section 1 Issue Section 2 Endorsement Section 3 Acceptance Section 4 Guaranty Section 5 Payment Section 6 Right of Recourse Chapter III Promissory Notes Chapter IV Cheques Chapter V Application of Law to Negotiable Instruments Involving Foreign Elements Chapter VI Legal Responsibility Chapter VII Supplementary Provisions Chapter I General Provisions Article 1 This Law is enacted to regulate acts involving negotiable instruments, protect the lawful rights and interests of parties engaged in activities involving negotiable instruments, maintain public and economic order and promote the development of the socialist market economy. Article 2 This Law shall be applicable to activities, involving negotiable instruments, that are carried on within the territory of the People’s Republic of China. The term “negotiable instrument” as used in this Law means bill of exchange, promissory note and cheque. Article 3 In activities involving negotiable instruments, people shall comply with laws and administrative regulations and shall not jeopardize public interests. Article 4 When making a negotiable instrument, the drawer shall sign it pursuant to the requirements prescribed by law and shall be liable according to its tenor. When exercising the rights on a negotiable instrument, the holder shall sign it according to legal procedures and present it. Other debtors signing the instrument shall be liable according to its tenor. The right on a negotiable instrument as used in this Law means the right of a holder to demand from the person liable for the negotiable instrument payment of the sum payable by the instrument, including the right of claim for payment and the right of recourse. Liability on a negotiable instrument as used in this Law means the obligation of a debtor to pay the sum payable by the instrument to the holder. Article 5 A party to a negotiable instrument may authorize his agent to sign the instrument and the agency relationship shall be indicated thereon. A person who without authorization signs a negotiable instrument in the name of an agent shall be liable for the instrument. If an agent goes beyond the authorization, he shall be liable for the instrument to the extent where he exceeds the authorization. Article 6 If a person having no capacity or limited capacity for civil acts signs a negotiable instrument, the signature shall be null and void, but this shall not affect the effect of others’ signatures. Article 7 The signature on a negotiable instrument means an autograph, a seal or an autograph accompanied by a seal. The signature put by a legal person or another entity issuing the negotiable instrument means the seal of the legal person or the entity accompanied by the signature of its legal representative or authorized agent. The signature on a negotiable instrument shall be the true name of the party thereto. Article 8 The sum on a negotiable instrument shall be specified in both capital Chinese characters and numerical figures, the two must be exactly the same. Otherwise, the instrument shall be null and void. Article 9 The particulars specified on a negotiable instrument shall be in conformity with the provisions of this Law. The sum, date and the name of the payee of a negotiable instrument shall not be altered. An instrument with any alteration is null and void. Other particulars on a negotiable instrument may be altered by the person who recorded them , but he shall verify the alterations by putting his signature thereto. Article 10 The issue, acquisition and negotiation of an instrument shall follow the principle of good faith and reflect the true relationship of transaction and between the creditor and the debtor. A negotiable instrument shall be acquired by payment of consideration, that is, the price corresponding to what is agreed upon by the two parties to the instrument. Article 11 Acquisition of a negotiable instrument through taxation, inheritance or donation which, according to law, may be realized without payment shall be exempted from payment of consideration. However, the holder’s rights to the instrument shall not exceed those of his prior parties thereto. The term “prior parties” means other persons liable for a negotiable instrument who put their signatures thereon prior to the current signer or holder. Article 12 A person who acquires a negotiable instrument by means of fraud, theft, or coercion, or, with knowledge of the aforementioned situations, acquires the instrument out of ill intention shall have no right thereon. A holder who, by gross negligence, acquires a negotiable instrument that is not in conformity with the provisions of this Law, shall have no right thereon, either. Article 13 A person liable for a negotiable instrument may not set up against the holder such defenses that are available as between himself and the drawer or between himself and the holder’s prior party or parties, unless the current holder acquires the instrument with knowledge of the defenses. A person liable for a negotiable instrument may set up defenses against the holder who has a direct creditor-debtor relationship with him and does not perform the obligations agreed upon. “Defense” as used in this Law means refusal by a person liable for a negotiable instrument to perform his obligations to the creditor in accordance with the provisions of this Law. Article 14 Particulars recorded on a negotiable instrument shall be truthful and shall not be forged or altered. Whoever forges or alters the signature or other particulars recorded on an instrument shall bear legal responsibility. A forged or altered signature on a negotiable instrument shall not affect the effect of other true signatures thereon. Where other particulars recorded on a negotiable instrument have been altered, a signer thereto before the alteration is made shall be liable for the particulars originally recorded, a signer thereto after the alteration is made shall be liable for the altered particulars. Where it is hard to tell whether a signature is put before or after the alteration, it shall be deemed as one put before the alteration. Article 15 In the event a negotiable instrument is lost, the person losing it may promptly notify the drawee of the loss for the latter to stop payment thereof, unless no drawee is recorded on the instrument or it is hard to identify the drawee or his agent. The drawee who receives notice to stop payment of the lost instrument shall suspend its payment. The person who loses the instrument shall, within three days after serving the stop-payment notice or after losing the instrument, apply to a People’s Court according to law for making this exigency known to the public or bring an action in a People’s Court. Article 16 To exercise or preserve his rights on a negotiable instrument against the person who is liable for the instrument, the holder shall do it on the business premises of the party concerned and within the business hours, or at his domicile in the absence of business premises. Article 17 The rights on a negotiable instrument lapse, unless exercised within the following time limits: (1) two years from the date of maturity of the negotiable instrument for the holder against the drawer or acceptor; two years from the date of issue of a bill or a promissory note payable at sight for the holder against the drawer or acceptor; (2) six months from the date of issue of a cheque for the holder against the drawer; (3) six months from the date of non-acceptance or non-payment for the holder’s right of recourse against the prior holders; or (4) three months from the date of settlement or filing a lawsuit for the holder’s right of re-recourse against the prior parties. The date of issue and the date of maturity of a negotiable instrument shall be determined by the parties thereto according to law. Article 18 The holder of a negotiable instrument who forfeits his rights thereon by reason of limitation of time or defects in specified particulars on the instrument still has civil rights and he is entitled to demand the drawer or acceptor to make a refund equivalent to the sum in the instrument not yet paid. Chapter II Bills of Exchange Section 1 Issue Article 19 A bill of exchange is a negotiable instrument, signed and issued by the drawer, who authorizes the drawee to pay unconditionally a sum certain in money to the payee or the holder at sight or on a specified date. Bills of exchange include banker’s bills and commercial bills. Article 20 “Issue” means a drawer’s signing of a bill of exchange and delivering of it to the payee. Article 21 The drawer of a bill of exchange must maintain a bona fide relationship of entrusted payment with the drawee and have a reliable source of funds to pay the amount of sum on the bill. No one may sign and issue bills of exchange without consideration to defraud fund from a bank or other parties to the bills. Article 22 The following particulars shall be specified on a bill of exchange: (1) words expressing it to be a bill of exchange; (2) an unconditional order to pay; (3) a sum certain in money; (4) name of the drawee; (5) name of the payee; (6) date of issue; and (7) signature of the drawer. A bill of exchange is void if any of the above-mentioned particulars is not specified thereon. Article 23 The date of payment, place of payment and place of issue, if specified on a bill of exchange, shall be legible and unambiguous. If the date of payment is not specified on a bill of exchange, the bill is payable at sight. If the place of payment is not specified on a bill of exchange, the business premises, domicile or habitual residence of the drawee is the place of payment. If the place of issue is not specified on a bill of exchange, the business premises, domicile or habitual residence of the drawer is the place of issue. Article 24 Particulars relating to the issue of a bill of exchange other than those stipulated by this Law may be specified on a bill, however, such particulars shall have no effect on the bill. Article 25 The date of payment may be specified in one of the following manners: (1) payable at sight; (2) payable at a fixed date; (3) payable at a fixed period after the date of issue; or (4) payable at a fixed period after sight. The date of payment stipulated in the preceding paragraph is the date of maturity of a bill of exchange. Article 26 A drawer who signs and issues a bill shall bear the liability for guaranteeing the acceptance and payment of the bill. In the event the bill is not accepted or paid, the drawer shall pay off the sum and expenses, as stipulated in Articles 70 and 71 of this Law, to the holder of the bill. Section 2 Endorsement Article 27 A holder may transfer his rights on the bill of exchange to another person or authorize another to exercise certain part of the rights on the bill. Where a drawer writes “non-negotiable” on a bill of exchange, the bill shall not be negotiated. A holder shall endorse and deliver the bill of exchange when exercising the rights stipulated in the first paragraph of this Article. “Endorsement” means the writing down of relevant particulars and signing on the back of a negotiable instrument or on an allonge. Article 28 Where more space on a negotiable instrument is needed by the endorser for making entries, the instrument may be extended by an allonge annexed to it. The first entry maker of the allonge shall sign on the abutting edge. Article 29 An endorsement shall be signed and the date of endorsement specified by the endorser. An endorsement without a specified date is deemed to be made prior to the date of maturity. Article 30 The name of endorsee shall be specified when a bill of exchange is endorsed to negotiate or when the exercise of certain part of the rights thereon is endorsed to another. Article 31 Where a bill of exchange is negotiated by endorsement, the endorsements shall be in succession. The holder shall prove his rights on the bill by an uninterrupted series of endorsements. A person who acquires a bill of exchange by lawful means other than endorsement shall provide evidence according to law to prove his rights thereon. The term “uninterrupted series of endorsements” as used in the preceding paragraph means that, in the course of negotiation of an instrument, the signature of each endorser negotiating the bill and that of the immediate prior endorsee acquiring the bill shall be the same person’s. Article 32 Where a bill of exchange is negotiated by endorsement, the subsequent party shall be liable for the authenticity of the endorsement of his immediate prior party. A subsequent party means a person liable for an instrument who puts his signature thereto after it is signed by another. Article 33 No condition may be attached to the endorsement. Any conditions attached to the endorsement shall have no effect of a bill. An endorsement which transfers a part of the sum payable by the bill of exchange or separately transfers the sum payable by the bill to two or more endorsees shall be void. Article 34 Where an endorser writes “non-negotiable” on a bill of exchange and his subsequent party negotiates it by endorsement, the endorser shall not bear responsibility for guaranty to the endorsee of the said subsequent party. Article 35 Where in an endorsement “by procuration” is written, the endorsee is entitled to exercise the mandated rights on the bill of exchange on the endorser’s behalf. However, the endorsee may not negotiate the rights on the bill by endorsement. A bill of exchange may be laid in pledge, provided that “value in pledge” is written in the endorsement when the bill is laid in pledge. The endorsee may exercise the rights on the bill when exercising his right of pledge according to law. Article 36 A bill of exchange may not be negotiated by endorsement, if it is not accepted or paid or if the time limit for presentment for payment expires. The endorser shall bear liability on the bill if it is negotiated in spite of all this. Article 37 An endorser is liable for guaranteeing the acceptance and payment of the bill of exchange held by his subsequent party after he negotiates the bill by endorsement. The endorser shall pay off the sum and expenses, as stipulated in Articles 70 and 71 of this Law, to the holder in case of non-acceptance or non-payment of the bill. Section 3 Acceptance Article 38 “Acceptance” is the act of a drawee of a bill of exchange who promises to pay the sum on the bill at the maturity of the bill. Article 39 Where a bill of exchange is drawn payable at a fixed date or at a fixed period after the date of issue, the holder shall present the bill to the drawee for acceptance before the date of maturity. “Presentment for acceptance” is the act of a holder who presents the bill of exchange to the drawee and demands a promise of payment from the drawee. Article 40 Where a bill of exchange is drawn payable at a fixed period after sight, the holder thereof shall present the bill to the drawee for acceptance within one month after the date of issue. Where a bill of exchange is not presented for acceptance within the prescribed period, the holder thereof shall lose the right of recourse against his prior parties. No presentment for acceptance is needed for a bill of exchange payable at sight. Article 41 In respect of a bill of exchange presented for acceptance, the drawee shall accept or refuse to accept it within three days after receipt of the bill. On receiving a bill of exchange presented for acceptance by the holder, the drawee shall write out a receipt to the holder. The receipt shall specify the date of presentment for acceptance and shall be signed. Article 42 When accepting a bill of exchange, the drawee shall write “accepted” and the date of acceptance on the front of the bill and sign it. In the case of a bill of exchange payable at a fixed period after sight, the date of payment shall be recorded at the time of acceptance. Where the date of acceptance is not specified on a bill of exchange, the last day of the period specified in the first paragraph of the preceding Article is the date of acceptance. Article 43 When accepting a bill of exchange, the drawee may not attach any conditions thereto. An acceptance to which a condition is attached is deemed non-acceptance. Article 44 After accepting a bill of exchange, the drawee shall bear the liability for paying the bill at its maturity. Section 4 Guaranty Article 45 The liability on a bill of exchange may be guaranteed by a guarantor. The guarantor shall be any person other than the one already liable for the bill. Article 46 A guarantor must specify the following particulars on the bill of exchange or on an allonge: (1) the word “guaranteed”; (2) the name and domicile of the guarantor; (3) the name of the guarantee; (4) date of guaranty; and (5) signature of the guarantor. Article 47 Where the guarantor fails to specify Subparagraph (3) of the preceding Article on the bill of exchange or on the allonge, the acceptor is the guarantee for an accepted bill, and the drawer is the guarantee for a bill not yet accepted. Where the guarantor fails to specify Subparagraph (4) of the preceding Article on the bill of exchange or on the allonge, the date of issue is the date of guaranty. Article 48 No condition may be attached to a guaranty. A guaranty with conditions attached shall not affect the liability of guaranty on the bill of exchange. Article 49 The guarantor shall be liable for guaranteeing the holder’s rights on the bill of exchange which the holder acquires lawfully, except for where the guarantee’s debt is invalid because the particulars specified on the bill are incomplete. Article 50 Where a bill of exchange is guaranteed, the guarantor shall, together with the guarantee, undertake joint and several liability to the holder thereof. Where payment is not made at the maturity of such bill, the holder is entitled to demand payment from the guarantor and the latter shall pay the bill in full. Article 51 Where there are two or more guarantors, they shall undertake joint and several liability. Article 52 After the guarantor pays off the debt of the bill of exchange, the guarantor may exercise the right of recourse as enjoyed by the holder against the guarantee and his prior parties. Section 5 Payment Article 53 The holder shall present the bill of exchange for payment within the following time limits: (1) one month after the date of issue for a bill payable at sight to be presented to the drawee; and (2) ten days after the date of maturity for a bill payable at fixed date, at a fixed period after the date of issue or at a fixed period after sight to be presented to the acceptor. Where the holder fails to present the bill for payment within the prescribed period, the acceptor or drawee shall remain liable for the payment of the bill after the holder explains the situation. Presentment for payment made to the drawee through an authorized collecting bank or at a clearing system is deemed as presentment made by the holder. Article 54 The drawee shall pay the bill in full on the day when the holder presents the bill for payment in accordance with the provisions of the preceding article. Article 55 The holder shall receipt the bill and surrender it to the drawee when he receives payment. Where a holder authorizes a bank to receive payment on his behalf, the bill is deemed as