What is a company chop, and why does it matter more than a signature?
A company chop is the registered seal a Chinese company uses to execute documents, and in practice it binds the company more reliably than any individual’s signature. Whoever physically holds it can commit the company. Chinese companies typically keep several chops for different purposes, held by different people.
Foreign parties routinely treat the red stamp on a Chinese contract as a decorative formality accompanying the real act of signing. It is the other way round. The chop is the primary mode of execution, and control of it is control of the company in a very practical sense.
The chops, and what each one does
| Chop | Typically used for |
|---|---|
| Company chop (公章) | General execution — contracts, letters, most official documents. The most powerful of the set |
| Legal representative chop | A personal seal of the legal representative, often used with banking documents |
| Finance chop (财务章) | Banking, payment instructions and financial documents |
| Invoice chop (发票章) | Issuing fapiao |
| Contract chop (合同章) | Contracts specifically, where a company chooses to separate this from the general chop |
Separating them is a control measure: the person who can commit the company to a contract is not necessarily the person who can move its money. Concentrating all of them with one individual is the arrangement behind a great many internal-control failures.
Physical possession is the control. There is no meaningful equivalent of "the signature was unauthorised" when a genuine chop was applied — a company that has lost control of its chop has a serious problem, and disputes about custody are among the more difficult internal disputes a foreign-invested company can have.
What to look at on a document you have been given
- The chop should be round and red, and the Chinese name on it should match the registered entity name exactly — compare it against the registry record, character by character.
- A company chop normally carries the company’s registration or credit code within the impression.
- Check that the entity named in the chop is the entity named in the contract text. A different group company appearing in the seal is a material fact, not a clerical slip.
- A scan or photograph of a chop proves very little on its own. Where the document matters, the question is what was applied to the original.
If you are running a Chinese company
Decide deliberately who holds which chop, keep a register of use, and store them securely rather than in a desk drawer in the office. Where the legal representative, the chops and the bank authority all sit with one person who is not accountable to the shareholder, the shareholder has a governance arrangement rather than control. Retrieving chops from a departing employee or a disputing partner is difficult and slow, which is why the arrangement is worth designing before it is tested.
Signatures still matter
The practical convention for an important contract is both: the chop applied, and the legal representative or an authorised signatory signing. Where someone other than the legal representative signs, it is reasonable to ask for the authorisation, and reasonable for it to be provided.
Want this done rather than explained?
Is the company on the contract the company you think — and whose account is that? — from US$150, 1–2 working days.
Sources
- National Enterprise Credit Information Publicity System (GSXT) — for comparing the entity name on a chop against the register
- Ministry of Public Security of the People’s Republic of China — company seals are made by authorised engravers and recorded
All sources checked 7 September 2026. This page is general information, not legal, tax or customs advice. Requirements vary by product, market and circumstance — confirm your own position before acting.