What should I check in a China contract before signing?

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). The checks below follow roughly that order.

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.

1. The registered Chinese name, and the chop

A Chinese company has one registered name, and it is in Chinese. The State Council’s regulations on enterprise name registration, in force since 1 March 2021, say that an enterprise may register only one name and that the name must use standard Chinese characters. The name in your English text is a translation of it. The business licence (营业执照) states the registered name, the legal representative and the unified social credit code, so the simplest way to get the name right is to copy it from the licence into the contract, with the code beside it.

Then look at the execution block. The Civil Code treats a written contract as concluded when the parties have signed it, sealed it or applied a fingerprint (Article 490), 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.

2 and 3. Price, currency and payment milestones

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.

4. Delivery and acceptance

Acceptance is the clause that turns a delivery into a payment obligation, so it deserves more attention than it usually gets. Look for an objective 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.

5. Termination, deposits and what the other side is holding

Read the exit before you read anything else about the relationship. Who can terminate, for what reasons, on how much notice, and is the right 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 Civil Code provides that the end of a contract does not affect its settlement and clearing clauses (Article 567), which is a good reason to make sure the contract has them.

6. Which language version prevails

Find the clause, in both versions. Where a contract is made in two or more languages that are 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). 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.

7. The dispute venue, as a commercial risk

The forum clause decides where, in what language and at what cost you would have to pursue a claim, which makes it a commercial term as much as a legal one. 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, so a clause carried over from an older template is worth a fresh look. The law lists a chosen arbitration institution among the contents of an arbitration agreement (Article 27), so note whether your clause names one. And China has been a party to the New York Convention on foreign arbitral awards since 1987, with reservations that UNCITRAL records in its status table.

What this list does 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.