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CONTRACTS · CHINESE LEGAL GLOSSARY REVIEWED SEP 2026
表见代理

Apparent authority

A rule under which an unauthorized act may bind the principal when the counterparty had reasonable grounds to believe the actor had authority.

CHINESE表见代理
PINYINbiaojian daili
PREFERRED ENGLISHApparent authority
AREAContracts
WHAT 表见代理 MEANS

What 表见代理 means

Apparent authority sits between actual authority and unauthorized agency. The analysis focuses on the appearance of authority attributable to the principal and whether the counterparty’s belief was reasonable in the circumstances.

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Why the role matters

This matters in China because titles, company chops, prior dealings and internal authority restrictions may not align. Counterparties should verify authority rather than relying on a job title alone.

CONTEXT

Where you see the term

ContextWhat it means there
Contract signingEmployee signs without clear internal approval.
Chop disputesPossession or use of seals contributes to the authority analysis.
LitigationCourt tests what the counterparty reasonably understood.
TRANSLATION NOTE
文/A

Translation note

表见代理 is “apparent authority” or “apparent agency”. It does not mean the person actually had authority.

AUTHORITY

Primary legal basis

PRIMARY AUTHORITY

PRC Civil Code, agency provisions (including Art. 172)

Unauthorized acts may be effective where the counterparty reasonably believes authority exists, subject to statutory conditions.

Unauthorized acts may be effective where the counterparty reasonably believes authority exists, subject to statutory conditions.

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ILLUSTRATIVE EXAMPLE

Example

A sales director repeatedly signs contracts with the company chop and the company performs them. A later contract is disputed internally; the counterparty argues the company created an appearance of authority.

SOURCES AND REVIEW

Primary authorities.

Last source check
18 Sep 2026
OFFICIAL SOURCESUPPORTSCHECKED
PRC Civil Code PRC Civil Code
MAINTAINED BYChina Legal Portal Editorial
LAST REVIEWED
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