What to do when a Chinese company’s chop or business licence is lost or withheld

A lost Chinese business licence is declared void on the national publicity system and replaced. A lost company chop follows provincial rules: Zhejiang requires a police report and a void declaration, Shanghai a newspaper notice. If a departed manager keeps both, the new legal representative can still register the change, and the registry voids the old licence.

The company chop (公章) was in a bag stolen from a car, or a general manager who is not coming back took it. Until the chop is replaced, the company cannot seal a contract, a bank form or a registry application, and whoever holds the old one may still be able to use it. The business licence (营业执照) often goes with it. The two are replaced in different ways, and the registry does not need the old licence back to change who runs the company.

What do you do first when a company chop is lost or stolen?

Report it and declare it void, in the form your province requires. The national rules cover who engraves a chop and what it looks like; the steps after a loss come from each province’s own measures. Zhejiang, where we are based, and Shanghai already differ.^⁠[1,2]

	Zhejiang	Shanghai
The police	Report it at once, whether the chop was seized, stolen or lost some other way	The text does not mention a police report
Declaring the old chop void	Any one of three: a notice in a newspaper published at prefecture-city level or above; an electronic notice on the Zhejiang government service website (浙江政务服务网); or a void statement signed and fingerprinted by the legal representative	A notice in a newspaper or periodical published in Shanghai
Ordering the new chop	On the strength of the void statement, with the company’s approval and registration documents and a letter commissioning the carving	With the original newspaper notice, the business licence and the legal representative’s identity document
What the new chop looks like	Clearly different from the old one. Only one name chop is allowed; contract and finance chops may be several, each numbered	The text sets no rule on how it differs
Using an agent	The text does not deal with it	Allowed, with a power of attorney and the agent’s identity document

In Zhejiang, “chop” covers the contract, finance, tax and invoice chops as well as the one bearing only the name, so a lost finance chop goes the same way (Article 3).^⁠[1] Wherever the new chop is made, the engraver checks the documents and files its impression with the county public security authority within 1 day.^⁠[3] The new chop is on record from the day it exists.

How do you replace a lost business licence?

Declare it void through the National Enterprise Credit Information Publicity System (国家企业信用信息公示系统). Then apply to the registry for a replacement (Regulation Article 37).^⁠[4] Unlike the chop, this rule is national, so it reads the same in every province.

A lost paper licence does not leave the company without one. The electronic business licence (电子营业执照) has the same legal effect as the paper one, and the company may do business on it while the replacement is made.^⁠[4,5]

A former manager has the chop and the licence. Can the company act without them?

At the registry, yes. A change of legal representative is signed by the new legal representative, not the outgoing one (SAMR Order 52 Article 33).^⁠[5,6] The company is meant to hand back the paper licence with the application. Where it refuses or cannot, the registry completes the change anyway and announces the old licence void on the publicity system.^⁠[5] The application may be signed rather than sealed, so on the text of the rule a missing chop does not block it.^⁠[5]

Take a Danish furniture brand whose Hangzhou subsidiary has a single director, who is also its legal representative. The director leaves on 3 March, taking the chop and the paper licence. On 5 March the parent, as sole shareholder, signs a written decision appointing a new director.^⁠[6] The change has to be registered within 30 days of that decision (Regulation Article 24), so by 4 April.^⁠[4] The new director, now the legal representative, signs the application, and the registry voids the licence nobody handed back.

Who may sign, and what the 30 days cover, are in the page on changing a Chinese company’s registered details. Why the director role and the legal representative move together is in what a legal representative is.

Do contracts stamped with the missing chop still bind the company?

They can. A company cannot escape a contract only because the chop on it was forged or was not the one on file, where the person who used it had authority. Where that person lacked authority, the contract still binds if the counterparty had reason to believe the authority existed.^⁠[7] The full set of rules is in what a company chop is, and whether it outranks a signature.

Registration timing matters as well. Until a change is registered, the company cannot rely on it against a counterparty acting in good faith (Company Law Article 34).^⁠[6] Once registered, the change is published on the publicity system.^⁠[6]

What does the bank need?

The bank holds its own specimen of the company chop or finance chop, so it needs to hear about a lost chop and about a new legal representative. For a lost reserved chop, it wants a written application with the business licence and other documents (PBOC Measures Article 63).^⁠[8] A change of legal representative goes to the bank in writing within 5 working days.^⁠[8] Foreign-invested companies also update their foreign exchange registration, covered in the change-registration page linked above.

Which of these steps can someone else do for you?

Some of it, and the texts say which parts. Shanghai lets an agent order a new chop with a power of attorney and the agent’s identity document.^⁠[2] The registry checks the applicant’s identity, and the applicant must cooperate with that check (Regulation Article 15).^⁠[4] Zhejiang’s third form of void statement needs the legal representative’s own signature and fingerprint.^⁠[1]

Our Business Agency & Filing Support lodges and collects documents where the authority permits an agent, and reports back in writing what was done and what is outstanding.

What do the two provincial texts leave open?

Whether a chop that a known person keeps counts as lost. Zhejiang speaks of a chop seized, stolen or lost some other way, and Shanghai of one lost or stolen.^⁠[1,2] Neither mentions a chop that a former manager simply declines to return.

Other provinces set their own rules, and this page read only these two, on 20 October 2026. Shanghai’s text was last republished in 2018 and still gives the engraver 5 working days to file a new chop with the police; the national rules have said 1 day since 20 January 2025.^⁠[2,3]

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