What should I check in a China contract before signing?

Check seven commercial points before signing a China contract: the counterparty’s exact registered Chinese name, and a chop that matches it; price and currency; what triggers each payment; delivery and acceptance; termination, and what happens to money already paid; which language version prevails; and the dispute venue, which is a question for a licensed lawyer.

This is a first read you can do yourself, in the order below. It covers commercial terms only: who you are contracting with, what you pay and when, what you receive, and how you get out. China’s Civil Code lists the terms a contract generally contains: the parties’ names and domiciles, the subject matter, quantity, quality, price or remuneration, the time, place and method of performance, liability for breach, and the method of resolving disputes (Article 470).^⁠[1] The checks below follow roughly that order.

What are the seven checks?

Check	What to look for
1. The counterparty’s name and chop	The full registered name in Chinese characters, identical in the heading, the signature block and the chop impression. One legal entity, not a brand or a group.
2. Price and currency	One currency, stated in both language versions. What the price includes, whether it can be adjusted, and who carries tax, bank charges and exchange-rate movement.
3. Payment milestones	The event that starts each payment clock, the document that proves it, and the name of the account that receives the money.
4. Delivery and acceptance	What is delivered, where and by when. How acceptance happens, how long you have to inspect, and what follows a rejection.
5. Termination and money already paid	Who may end the contract, on what notice, and what happens to deposits, prepayments and anything you paid for that the other side holds.
6. Language versions	Which version the contract says prevails, and whether both versions say so in the same words.
7. Dispute venue	Court or arbitration, which one, where, in which language, and under which governing law. Record it as written and take it to a licensed lawyer.

How do you confirm who you are contracting with?

From the business licence. A Chinese company may register only one name, and the name must use standard Chinese characters (Regulations on the Administration of Enterprise Name Registration, Articles 4 and 5);^⁠[2] the name in your English text is a translation of it. The business licence (营业执照) states, among other things, the registered name, the legal representative, the entity type, the registered capital, the domicile, the business scope, the date of establishment and the unified social credit code (Article 23 of the registration rules),^⁠[3] so the simplest way to get the name right is to copy it from the licence into the contract, with the code beside it.

The same code opens the company’s public record on the National Enterprise Credit Information Publicity System. It shows what the company itself has published about each shareholder’s subscribed and paid-in capital (Interim Regulation on Enterprise Information Publicity, Articles 9 and 10),^⁠[4] and whether it is on the abnormal operations list, for example for a late annual report, which is set out in what annual filings a Chinese company must make. How to read a gap between subscribed and paid-in capital is on the registered capital page.

Then look at the execution block. The Civil Code treats a contract made as a signed document as concluded when every party has signed, sealed or fingerprinted it, or earlier if one side performs its main obligation and the other accepts (Article 490),^⁠[1] and in Chinese business practice the seal is the company chop. The name inside the chop impression should be the name in the contract, character by character. What else to look at is set out in what a company chop is, and why it matters more than a signature. If someone other than the legal representative signs, it is reasonable to ask to see their authorisation.

What should the price and payment clauses say?

State the currency once and make sure both language versions agree on it. Read the price clause for what it includes and for any adjustment mechanism: a price that may be revised “by mutual agreement” or “according to market conditions” is not yet a fixed price. For each payment, find the trigger. “30 days after delivery” and “30 days after acceptance” are different deals, and so are “on signature” and “on receipt of invoice”. The payee account named in the contract should be in the counterparty’s own registered name. If it is not, ask why before you sign, not after the first transfer.

What makes acceptance clear?

An objective standard, a period and a person. Acceptance is the clause that turns a delivery into a payment obligation, so look for a standard (a specification, a sample, a test), a stated inspection period, a named person who signs the acceptance, and a described route for rejection and cure. Check whether silence counts as acceptance. If the contract is silent on any of these, that gap is a negotiating point.

What happens to money already paid if the contract ends?

Largely what the settlement clauses say, which is why the contract needs them; without them the parties fall back on the Civil Code’s general rules. Read the exit before you read anything else about the relationship: who can terminate, for what reasons, on how much notice, and whether the right is mutual. Then follow the money: what is refunded, what is kept, and who owns materials, equipment or anything else you paid for that the other side holds. The end of a contract’s rights and obligations does not affect its settlement and clearing clauses (Civil Code, Article 567).^⁠[1]

Which language version prevails?

Whichever the contract nominates, so find the clause in both versions. Where a contract is made in two or more languages agreed to be equally authentic, the Civil Code presumes the words in each version have the same meaning, and any inconsistency is interpreted from the related clauses, the nature and purpose of the contract and the principle of good faith (Article 466).^⁠[1] In commercial terms, that is an argument you would rather not have. The full check is set out in which language version of a bilingual China contract prevails.

Why does the dispute venue matter commercially?

Because it decides where, in what language and at what cost you would have to pursue a claim. Whether a particular clause is valid, and whether an award or judgment could be enforced where the counterparty’s assets are, are legal questions for a licensed lawyer. Three facts are worth having in hand for that conversation.

• China’s Arbitration Law was revised on 12 September 2025, and the revised text took effect on 1 March 2026,^⁠[6] so a clause carried over from an older template is worth a fresh look.
• The law says an arbitration agreement shall contain a chosen arbitration institution, alongside the intention to arbitrate and the matters to be arbitrated (Article 27), with a narrow exception for some foreign-related maritime disputes and some disputes between companies in free trade zones (Article 82),^⁠[6] so note whether your clause names one.
• The New York Convention on foreign arbitral awards has been in force for China since 22 April 1987 (accession 22 January 1987), with reservations limiting it to awards made in other contracting states and to disputes treated as commercial under Chinese law.^⁠[7]

What does this list not tell you?

It tells you where to look, not what to accept. Whether a payment schedule, an exclusivity period or a termination right is reasonable depends on the deal, the sector and your leverage, and practice differs between industries and between counterparties. Validity and enforceability are for a lawyer qualified in the governing law.

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