In Chinese civil law, an agent performs acts on behalf of a principal. An agent can be an individual or a legal entity. Individuals serving as agents must have civil law capacity, whereas legal entities can only act as agents to the extent authorized by their permitted business activities.

An agent may not exceed or abuse the authority granted by the principal and has the discretion to act independently as long as it does not detriment the principal’s interests. Agents who know a request is unlawful are jointly and severally liable together with the principal. Otherwise, the principal is solely liable for any acts performed by the agent within the grant of authority.

The Chinese Civil Code imposes several conditions for a person to qualify as an agent. The agent must have full civil law capacity, that is, they can be subject to both rights and obligations. Typical classes of persons ineligible to serve as agents due to their limited civil law capacity include minors and the mentally ill. Agents may be required to have certain professional qualifications to ensure that they can perform their work effectively. They have a duty of loyalty to their principals and must act in good faith. These duties require agents not to use their authority for personal gain or have a conflict of interest.