Under Chinese contract law, signatures from sales managers carry zero legal weight without the registered corporate chop. Learn how to verify 13-digit PSB codes and protect your capital.
In Western business, contracts are bound by the signatures of authorized executives. If a director signs a contract, the company is bound.
In mainland China, this rule does not apply. A hand-written signature by a sales representative, manager, or even the general manager carries little legal authority under Chinese Contract Law unless it is accompanied by the company's official physical stamp, known as a "Chop" (章 or 印章). If a dispute arises and your contract only has a manager's signature without a registered chop, the supplier can claim in court that the representative acted without corporate authorization, leaving you with zero legal recourse.
Chinese companies do not use a single stamp for everything. They hold a set of specialized seals. To secure your B2B agreements, you must verify that the supplier stamped your document with the correct type of chop:
| Chop Name (Chinese) | Physical Shape | Legal Authority for B2B Contracts |
|---|---|---|
| Official Corporate Chop (公章) Gong Zhang | Round (Mainland), Red ink, Star in center | Maximum Authority. Valid for all contracts, invoices, and legal filings. |
| Contract-Specific Chop (合同专用章) He Tong Zhuan Yong Zhang | Round, Red ink, explicitly displays "合同专用章" | Fully Valid. Legally dedicated to signing business sales agreements. |
| Finance Chop (财务专用章) Cai Wu Zhuan Yong Zhang | Square or rectangular, Red ink | Invalid for Contracts. Used for banking checks and financial transactions only. |
| Invoice-Specific Chop (发票专用章) Fa Piao Zhuan Yong Zhang | Oval, Red ink, displays "发票专用章" | Invalid for Contracts. Used only to issue official tax VAT invoices (Fapiao). |
| Sales / Department Chop (业务章 / 部门章) Ye Wu Zhang | Various shapes, Red or Blue ink | Extremely Risky. Rarely carries legal binding authority for major transactions. |
An authentic Chinese corporate chop must meet strict government regulations. If the chop stamped on your Proforma Invoice or Sales Contract does not meet these criteria, you are likely dealing with a fake seal purchased on the black market to execute a transaction scam. You can review our Proforma Invoice (PI) Payment Risk Check Guide to learn how to secure the entire billing workflow.
The 13-digit code is not random. The first 4 digits represent the provincial and city administrative division (e.g., 4403 for Shenzhen, 3201 for Nanjing). The remaining digits align with the company's registration number inside the police database. If you receive a stamp with a 13-digit code, a Chinese compliance lawyer or an agency like VeriSupplier can query the PSB database to verify if that specific stamp was officially carved by a licensed shop and is currently active.
Scammers frequently paste digital images of stamps onto PDF contracts or use cheap rubber toys to ink documents. Review these visual checkpoints carefully:
As China shifts to digital governance, many exporters use electronic signatures. Under the Electronic Signature Law of the People's Republic of China, a digital contract is legally binding only if it is issued through a government-approved certification authority.
If a supplier wants to sign digitally, do not accept simple DocuSign or Adobe Sign links unless they can prove the signer's identity is verified via China's official corporate system. The most common platforms in China are:
These platforms integrate with the National Enterprise Credit database. To sign, the supplier's Legal Representative must verify their identity using facial recognition matched against their Chinese ID card and the company's official business registration. This eliminates sales agent fraud.
Don't sign contracts that won't hold up in a Chinese court. Send us a scan of your Proforma Invoice or contract, and our compliance legal team will verify their stamp registry with the Public Security Bureau.