Check a Chinese Company Chop

A company chop should start three checks, not finish one. First identify the Chinese legal entity named on the document. Then establish who made or approved the transaction and what authority that person had. Finally, preserve the exact document, attachments, and execution trail so the reviewed version cannot be confused with an earlier draft.

A plausible red impression cannot answer all three questions. A copied image may appear on the wrong company's contract; a genuine seal may be used in a disputed transaction; an authorized agreement may still be challenged over a seal that was not filed; and a contract without a company chop is not automatically ineffective. The useful output is an evidence file, not a visual verdict.

Run identity, authority, and integrity as separate tracks

Identity asks which legal person is supposedly acting. Record the full Chinese company name and Unified Social Credit Code from a current company record. Compare that name with the contract party, seal impression, quotation, invoice issuer, and payment recipient. English trading names and group brands are clues, not substitutes for the registered Chinese name.

Authority asks why this individual could make this particular commitment for that entity. The answer may involve the legal representative, a role normally entrusted to an employee, a written authorization, corporate approval for an unusual matter, prior dealings, or other transaction facts. A title such as “sales director” is evidence to investigate, not a universal authority certificate.

Integrity asks what was actually executed. Keep the complete PDF or paper original, page count, schedules, product specification, signature page, email source, and later amendments. A cross-page seal can help connect pages, but it cannot repair an unnamed party, missing schedule, unauthorized commitment, or changed file.

Do not collapse the result into “real chop” or “fake chop” unless qualified forensic work supports that conclusion. A procurement record can say instead: entity matched; authority evidenced by named authorization; executed PDF hash retained; payment recipient remains unresolved. That wording tells the next reviewer what was checked and what still blocks release.

Current law makes visual shortcuts especially unsafe

Article 490 of China's Civil Code addresses contract formation when parties use a written contract: signing, affixing a seal, or placing a fingerprint can form the contract. It also recognizes formation through accepted performance in specified circumstances. Articles 170 to 172 separately address acts by staff within their work authority, unauthorized agency, ratification, and apparent agency. The official Civil Code text is therefore a warning against treating one execution feature as the entire analysis.

The most direct rule for this checklist is Article 22 of the Supreme People's Court's 2023 interpretation on the General Provisions of the Contract Part of the Civil Code. In practical terms:

• If a legal representative, responsible person, or employee contracts in the entity's name without exceeding authority, the entity cannot defeat the contract merely by saying the affixed seal was not the filed seal or was forged.
• If the document has a qualifying person's signature or fingerprint but no entity seal, the contract can still affect the entity where the counterparty proves that person did not exceed authority, unless the parties made sealing a condition of formation.
• If the document has only the entity seal and no person's signature or fingerprint, the counterparty still needs to prove that the contract was made by a qualifying person within authority.
• Where authority was exceeded, apparent representation or apparent agency may still matter; Articles 20, 21, and 23 add special-decision, employee-authority, and collusion context.

The 2023-revised Company Law adds another layer. Article 11 states that civil activities undertaken by the legal representative in the company's name have consequences for the company, and internal restrictions generally cannot be asserted against a good-faith counterparty. See the official market-regulator publication of the current Company Law. Special approval rules and the facts of the transaction can still require specific analysis.

For a buyer, the conclusion is narrow: the seal's appearance, filing status, signature, role, authority, transaction history, and document terms are connected evidence. None is a standalone online validity switch. Material questions should go to PRC-qualified counsel with the complete file.

Identify the seal before giving it a function

Suppliers may use several seals. Their custody and precise use can vary by company and locality, so ask the supplier to name the seal in Chinese and explain why it appears on this document. The matrix below is a routing tool, not a legal-effect chart.

Seal presented	Likely document context	Buyer response
Company chop 公章	Broad company acts and formal documents.	Match the full Chinese name, then continue to person and authority.
Contract chop 合同专用章	Contracts under the company's seal-control process.	Confirm it belongs to the named entity and fits this contract workflow.
Financial chop 财务专用章	Banking and finance operations.	Do not assume it executes a supply agreement; ask why it was used.
Invoice chop 发票专用章	Chinese tax invoices and invoice procedures.	Treat invoice evidence separately from contract authority.
Legal-representative seal 法定代表人章	A personal-name seal used in company procedures.	Match the person to the current record and identify the accompanying company act.
Department, export, QC, or English stamp	Internal routing, inspection, warehouse, or overseas-facing paperwork.	Do not silently relabel it as the official company or contract chop.

UK government business-risk guidance describes the company and financial chops and recommends controls such as restricted custody, separation of access, usage logs, and periodic review. Its English-language chop-system section is useful operational context. Current Chinese law and transaction-specific advice remain the legal sources.

Freeze the evidence packet before comparing characters

Start from the source, not a screenshot pasted into a chat. Save the original email and attachment, record when and from whom it arrived, and give the file a version label. For a high-value transaction, retain a hash of the final PDF so later reviewers can show that they examined the same bytes.

The minimum packet should contain:

• a current company record and a clear business-license copy;
• the Chinese legal name typed as text, plus the USCC;
• the complete contract, schedules, drawings, and precedence clause;
• the signer's Chinese name, role, corporate contact, and claimed authority;
• any authorization, resolution, approval, or confirmation relied on;
• the quotation, purchase order, invoice issuer, beneficiary, and entity-role explanation;
• the final execution email and any amendment or waiver.

Use the business-license guide if the document fields are unfamiliar. If the sales contact supplied only an English name, resolve the entity with the English-name investigation workflow before reading the seal.

Run the identity track character by character

Transcribe the outer-ring Chinese name from the clearest available impression, but mark every unreadable character as unreadable. Do not guess a character because it would make the name match. Compare the sequence with the registered name, including city or province prefixes, parenthetical location wording, and company-type suffix.

A one-character difference is not automatically fraud. It can point to another group entity, a renamed company, an old document, a subsidiary, or a poor scan. Each explanation creates a different evidence request. Ask for both companies' records, a name-change record, or a cleaner original rather than accepting “same group” as the conclusion.

Next map the roles around the contract: seller, manufacturer, IP owner, invoice issuer, exporter, and bank beneficiary. A legitimate transaction may involve several entities, but the contract should explain who owes delivery, quality, refund, warranty, and IP obligations. Use the bank-beneficiary guide for the payment branch; a company chop does not prove that a third-party account is authorized.

Run the authority track from person to commitment

Record who negotiated, who sent the final version, who signed, who applied or arranged the seal, and who confirmed execution. Compare the signer's name with the current legal-representative record. If another employee signs, describe the normal work role and the size and type of commitment rather than relying on the English title alone.

Authority evidence should fit the transaction. A routine purchase order is different from a tooling-ownership transfer, long exclusivity, IP assignment, guarantee, real-estate matter, or unusual related-party payment. Ask for a written authorization that identifies the person, entity, subject, scope, and period. Where law, company governance, or counsel indicates a specific corporate decision is needed, retain that decision rather than a salesperson's assurance.

Confirm sensitive authority through a channel not supplied only in the disputed message. Use a known corporate domain, a previously verified number, or another established company contact. Record the callback date, person, questions, and answers. A callback resolves an evidence point; it does not replace final buyer approval.

Run the integrity track across every page and attachment

Compare the final file with the approved draft. Check party names, page count, revision, annex list, product specification, prices, payment milestones, delivery terms, remedies, IP terms, governing law, dispute clause, and signature page. Make sure referenced annexes are actually present and versioned.

A page-edge or cross-page impression can support page continuity, but it is not a substitute for a document manifest. Scanned pages can be inserted, removed, or reordered. Keep a one-line manifest such as: Framework agreement v4, 18 pages; Schedule A drawing index rev C, 3 pages; Schedule B price list dated 15 July, 2 pages; final PDF SHA-256 retained.

If execution arrives as a flattened PDF, preserve it but ask how it was produced and approved. Never edit, crop, enhance, or rebuild the supplier's file for the evidence archive. Store any working enlargement separately and label it as a review copy.

A pasted seal image is not the same as a reliable electronic signature

China's Electronic Signature Law sets reliability conditions around control of signature-creation data and the ability to detect changes to the signature and data message. Article 14 gives a reliable electronic signature the same legal force as a handwritten signature or seal. See the current law in the Ministry of Commerce legal database.

A red PNG pasted into an ordinary PDF does not, by appearance alone, show exclusive control, signer identity, certificate status, timestamp, or tamper detection. For an electronic workflow, retain the native signed file, platform audit trail, certificate and validation result where applicable, signer account, timestamps, and document hash. Printing and rescanning can discard evidence that existed in the native file.

Case file: the entity matches, the authority does not close

A buyer is negotiating an 18-page tooling-and-supply agreement with a Jiangsu motion-component company. The registered Chinese name, USCC, contract party, beneficiary, and visible seal name all align. The sales director signs and sends a sealed PDF from the corporate domain. A visual-only checklist would mark it complete.

The agreement also transfers tooling ownership, grants five-year regional exclusivity, and permits the supplier to use buyer drawings for subcontracting. Those commitments are not routine reorder terms. The file contains no authorization for the sales director, no identified approver, and no complete drawing schedule. The PDF was sent after the buyer approved an earlier draft with different IP wording.

The buyer records identity matched; authority and document integrity on hold. It requests a transaction-specific authorization, independent confirmation from a known company contact, the complete drawing schedule, and a clean redline from the approved draft. Counsel reviews whether any further corporate approval is appropriate. The final agreement is re-executed, and the buyer retains the native file, authorization, confirmation note, annex manifest, and hash.

The issue was not whether the red circle looked convincing. The review found that a correctly named document still lacked evidence for the person and the exact commitment.

Write a clear, hold, or escalate record

Decision	Minimum record	Buyer action
Clear for the stated step	Entity, authority, final document, and required transaction approvals are evidenced; payment routing is separately closed.	Name the approver, permitted next step, date, and retained file version.
Hold	A specific mismatch or missing item can be corrected without a legal conclusion.	List the missing evidence, owner, deadline, and prohibited action such as signing or releasing a deposit.
Escalate	Authority is disputed, documents conflict, value is material, or special approval, governing-law, fraud, or enforcement issues arise.	Send the complete chronology and native files to PRC-qualified counsel or the appropriate specialist.

Do not write “verified chop” when the work only matched visible characters. A defensible closeout might read: Chinese seal name matched the registered entity on the reviewed scan; no physical or forensic authentication performed; signer's authority evidenced by dated authorization and independent confirmation; final 18-page PDF and two schedules retained; legal review completed for exclusivity clause.

Use company data for identity, not seal authentication

A company search can establish the registered Chinese name, USCC, current status, legal representative, address, and other public-record context. It cannot prove that a physical impression came from a particular seal, that a scanned image was not copied, or that an employee had authority for an unusual contract.

Use ChinaValidate company search to build the identity layer, then place the result inside the wider supplier-before-contract workflow. Keep product terms, payment routing, factory capability, and inspection evidence in their own workstreams.

The final question is not “Does this stamp look official?” It is: Which entity made which commitment, through which person, on which exact document, and what evidence supports our reliance? This guide provides general commercial due-diligence information. It does not authenticate a seal or determine the validity or enforceability of a particular contract.