What is a company chop, and why does it matter more than a signature?

A company chop (公章) is the registered seal a Chinese company uses to execute documents. It does not outrank a signature in law: the Civil Code treats signature, chop and fingerprint as alternatives (Article 490), and the Supreme People’s Court asks who held the authority, not whose chop it was. Control of it is what matters.

Foreign parties routinely treat the red stamp on a Chinese contract as a formality accompanying the real act of signing. The correction usually offered is that it is the other way round, and that correction is itself wrong. Chinese law ranks the two not at all. What the chop carries is something else, and more useful to understand: evidential weight, and physical control of the company’s ability to commit itself.

Does a chop outrank a signature?

No. Where a contract is made in written form, it is formed when the parties have signed it, sealed it or applied a fingerprint (Civil Code Article 490).^⁠[1] The three are alternatives, and the article establishes no hierarchy between them. Since 5 December 2023 the Supreme People’s Court has gone further and settled the four combinations that actually arise, in Article 22 of its interpretation of the general part of the Contract Book.^⁠[2]

What is on the document	Whether it binds the company
A chop that is forged, or not the registered one	The company cannot escape the contract on that ground, where the person who used it was acting within their authority. Arguing that the chop was fake is not a defence
A signature or fingerprint, and no chop	It binds the company, where the counterparty can show the signer was not exceeding their authority. The exception is where the parties agreed that affixing the chop is a condition of formation
A chop, and nobody’s signature	It binds the company, where the counterparty can show the contract was made by someone acting within their authority. The same proof, the other way round
The person was in fact exceeding their authority	It still binds the company where the counterparty had reason to believe the authority existed, under Article 504 or Article 172 of the Civil Code

The principle behind all four rows was put more bluntly in the Supreme People’s Court’s 2019 conference minutes, at paragraph 41: a court should look primarily at whether the person applying the chop had the power to represent or act as agent at the moment they applied it.^⁠[3] Look at the person, not the seal. The minutes are guidance on how courts reason rather than a binding interpretation, which is why the table above cites the 2023 instrument instead.

So why does everyone behave as though the chop decides it?

Because in every respect other than the legal test, it does. Three practical facts survive the law entirely.

• It is what counterparties, banks and authorities ask for. A document without the expected impression gets sent back at the counter, whatever a court would eventually decide about it.
• Whoever holds it can create the appearance of authority. Article 22 protects a counterparty who had reason to believe the authority existed, which means a chop in the wrong hands binds the company precisely because the other side was entitled to rely on it.
• The proof burden falls where the document is thin. Both the signature-only and chop-only rows put the work on the party trying to enforce. A document carrying both leaves nothing to establish.

That is the honest version of the old advice. Use both, not because the chop legally outranks a signature, but because a document with the chop and an authorised signature removes the argument the other rows invite. Where someone other than the legal representative signs, ask for their authorisation, and expect it to be produced.

The chops a company holds, and which are actually required

Chinese companies typically keep five, held by different people. Only one of them is required by an instrument.

Chop	Used for	Required by an instrument?
Company chop(公章)	General execution: contracts, letters, most official documents	No instrument found that obliges a company to hold one. The 1999 State Council provisions prescribe its shape: a five-pointed star, the entity’s name around it, no more than 4.5cm across
Invoice chop(发票专用章)	Issuing fapiao	Yes. A paper invoice must bear it (Article 21). This is the only one with a clean regulatory mandate
Finance chop(财务专用章)	Banking, payment instructions and financial documents	Not by company law. The bank mandate may use the company chop or the finance chop, so the bank decides which it holds
Legal representative chop(法定代表人章)	A personal seal, used alongside the finance chop on bank documents	No. It exists because bank mandates ask for it
Contract chop(合同专用章)	Contracts, where a company chooses to separate this from the general chop	No. Convention

Separating them is a genuine control: the person who can commit the company to a contract is then not the person who can move its money. Concentrating all of them with one individual is the arrangement behind a great many internal-control failures, and the fact that four of the five rest on practice rather than law does not make them any easier to get back from someone who will not return them.

Who registers a chop, and with whom

The engraver does, not the company. Under Article 5(1) of the rules on the engraving trade, as amended by State Council Order 797 with effect from 20 January 2025, an engraver must verify the supporting documents, collect the basic details of the company and the applicant, and file those details together with the impression itself with the county-level public security authority within one day of cutting the chop.^⁠[7] Two practical consequences: there is an official record of the impression, and it was created by the engraver rather than by anything the company filed.

Do electronic chops count?

Yes, and the statute that says so refuses the hierarchy a second time: a reliable electronic signature has the same legal effect as a handwritten signature or a seal (Electronic Signature Law, Article 14).^⁠[8] Reliability is defined rather than assumed. Article 13 requires that the signature creation data belonged exclusively to the signatory and was under their sole control at the moment of signing, and that any later alteration of the signature, or of the content and form of the message, is detectable. Parties may also agree their own conditions. Article 3 carves out documents on personal status such as marriage, adoption and succession, notices stopping utility services such as water, heat and gas, and anything a law or administrative regulation reserves to paper.

What to look at on a document you have been given

• The Chinese name inside the impression should match the entity named in the contract, character by character. A different group company in the seal is a material fact, not a clerical slip.
• Check the name against the business licence rather than against the letterhead, and take the unified social credit code from the licence at the same time.
• New chops carry an anti-counterfeit code applied through the public security seal system. It is not the unified social credit code, so do not read one as the other.
• A scan or a photograph proves little on its own. Where the document matters, the question is what was applied to the original, and who applied it.
• Ask who signed, in what capacity, and on what authority. On the law above, that is the question a court will ask first.

If you are running a Chinese company

Decide deliberately who holds which chop, keep a register of use, and store them somewhere better than a desk drawer. Where the legal representative, the chops and the bank mandate all sit with one person who is not accountable to you, you have a governance arrangement rather than control. Retrieving chops from a departing employee or a disputing partner is slow and expensive, and the law above is the reason: a chop the company no longer holds can still bind it, because the counterparty was entitled to rely on it.

What that argues for is not a bigger safe. It is a contract that says who may execute what, and the commercial review that checks the execution block before anything is stamped.

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