Meaning
Official seals registered with the public security bureau are used to execute contracts, authorize bank transactions and validate administrative filings in China. The use of corporate chops is the primary method of expressing corporate intent and binding an enterprise to legal obligations. These physical devices must be carved by an authorized provider after the company receives its business license.
The boundary of their authority is determined by the specific function of each seal, including the financial chop, the contract chop and the legal representative chop.
Custody Protocol
Establishing secure internal controls prevents unauthorized personnel from using the physical seals to commit the company to disadvantageous obligations. Since the corporate chops bind the enterprise even without a signature, their possession is highly contested during corporate disputes. Businesses must implement dual-custody procedures where the financial chop and the company chop are stored in separate safes.
Legal Validity
Executing a commercial agreement requires the application of the relevant seal to the signature block. Contracts that lack the application of the corporate chops may be declared invalid by Chinese courts if the signing individual lacked apparent authority. This makes the physical impression of the seal more legally significant than a handwritten signature on commercial documents.
Security Registration
Filing the seal patterns with the local public security office ensures that banks and government agencies can verify their authenticity. If a company loses its corporate chops, it must publish a notice in a recognized newspaper and apply to the registration authority for a reset. This procedure prevents the old seals from being used to execute valid contracts.