The physical seals a Chinese company uses to sign documents. The company seal is its general seal; a contract seal is used for contracts.
The Civil Code treats a written contract as formed when the parties have signed, sealed or fingerprinted it (art. 490). In Chinese practice the seal is what most people look for, and a contract signed only by a sales manager in English invites an argument later about whether that person could bind the company.
Ask for the company seal or the contract seal, with the registered Chinese name legible on it, plus the signature of the legal representative or an authorized signatory. For a contract of several pages, a seal across the page edges stops pages from being swapped.
The wrong stamp
A common situation: the sales manager signs in English and adds a round red stamp that turns out to be a sales department seal, or a seal whose name does not match the licence. Later the factory says that person could not bind it. A court will then ask whether the person was acting within the scope of their job (Civil Code art. 170) or whether you had reason to believe they had authority (art. 172). You may well win that argument, but it is one you never needed to have.
Seals are also easy to copy. A seal that matches the registered name is a good sign, not proof. For a large order, ask for the legal representative’s signature next to the seal, or a sealed power of attorney for whoever signs.
Execution clause
At the end of the contract:
“This Agreement takes effect when signed by the authorized representative of each Party and, for the Supplier, sealed with its company seal or contract seal bearing its registered Chinese name. Each page shall bear a cross-page seal.”
Keep a scan of the business licence with the signed copy, so the name on the seal can be checked against it later.
Related terms
- Legal representative (法定代表人)
- Business licence and unified social credit code
- PI (proforma invoice)
- All twelve terms
Read next
- Your Chinese Supplier Is a Trading Company: How to Make the Contract Reach the Factory
- Visiting a Chinese Factory Before Your First Order? Sign the NNN First, Then Match Four Names
Sources
- Civil Code of the PRC (effective 1 January 2021), articles 170, 172 and 490, full text on the Ministry of Justice site ↗
- Translations are mine and unofficial.
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