A few months ago, I did a post on chops in China, entitled, China Contracts: Is That A Real Seal/Chop?
“Clarence” yesterday left the following comment to that post:
A valuable post would be “What does a real seal look like? What are its characteristics? What features does the law require? What are some examples of fake stamps and what’s wrong with them?”
All I know is to be real it has to have a tax number on it. Circle or oval, what’s the difference?
Good question, to which my co-blogger Steve Dickinson has provided us with the following answer:
Every contract with a Chinese company must be executed by a person with authority and must be chopped by the official company chop/seal. However, there are many types of chops. Which one should be used? How do you know if the chop is real? Here is how you should deal with the situation.
The rules/requirements for chops are different in every city, so there is oftentimes no way to know whether a chop is a proper, legally registered and authorized chop or not, just by looking at it. Given that situation, the Chinese courts have decided that they do not care. That is, so long as the document is chopped with something that purports to be the company chop and so long as the signer is either the legal rep or a person with apparent authority based on the business card of that person, Chinese courts will not invalidate the contract based on a technical argument related to the validity of the chop or the authority of the signer.
Since there are so many kinds of chops, it is best to insist on the standard company round chop using red ink. Some of these chops are numbered and some are not. This varies by district and is not an indicator of validity. The oval chops in black and purple are not common and should be avoided for companies that want to take the cautious approach. Unfortunately, some districts have moved to using these oval chops for reasons that are not clear. Nonetheless, I have never personally dealt with a Chinese company that did not have access to the standard round chop with a star in the middle.
However, the bottom line is that so long as the chop looks authoritative to the average person and so long as the signer has apparent authority, that is all that is required. Due to the variations in practice from district to district regarding company chops, it is usually going to be a waste of effort to do anything more. However, insisting that that any legal document be chopped is still required in China, so the basic best practice described above should be used for all China contracts.