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China Legal Guides · National framework

China Company Chop Control SOP (2026)

In China the official company chop usually binds the company even without a Western wet signature. Possession is power.

117lawyer profiles listed
Updated16 Aug 2026
AudienceForeign businesses & individuals
Author China Legal Portal Editorial · Reviewer Weidong Lu · Last reviewed · 3 min read · Editorial policy · AI content policy · Disclaimer · Not legal advice — confirm current rules with counsel and authorities

At a glance

Company Formation: typical process stages

Four high-level stages — details and local variations are in the guide below.

  1. StructureWFOE, JV, RO or partnership fit
  2. AccessNegative list & sector approvals
  3. RegisterName, capital, licence & chops
  4. OperateBank, tax, HR & ongoing filings
City hubs

Local guides & lawyers

Drill into city × practice hubs where available, or open the city legal market guide.

Legal planning desk with source documents, authority records and evidence file
Working file · authority, workflow and evidence
Not legal advice. PSB chop practice is local. This page is custody and emergency remake — not a carving-shop advertisement.

WFOE ops hub · Legal representative · 5-year capital · Liquidation · Entity choice.

Direct answer

Split custody: official chop, finance chop, contract chop, invoice (fapiao) chop, legal-representative personal chop, and the bank token are not one drawer. The official chop is the one that typically binds third parties. Loss or hostage is a same-week police / public-notice / PSB remake file — not an HR negotiation. You generally cannot apply to remake by stamping the form with the missing chop. Electronic seals are a local add-on; they do not retire the physical official chop by themselves. Liquidation, LR change and banks all stop without these objects.

At a glance

QuestionShort answer
Which chop binds?Usually the official company chop.
One person all chops?Classic hostage / fraud pattern.
Lost chop?Police → notice → PSB remake. Same week.
E-seal enough?Not by itself. Local rules + keep physical control.
Blocks liquidation?Yes — see the liquidation page.

Scope and legal framework

Official chop / PSB filing. Company seals are carved through licensed makers and filed with public security. The official chop is the company’s primary external authority mark.

Contract and appearance. A document bearing the genuine official chop is commonly treated as the company’s act vis-à-vis good-faith third parties, even if internal approval was missing. Internal SOP is for control — it does not always unwind the third-party deal.

Loss, theft, hostage. Report, public invalidation notice, PSB cancellation / remake. Banks and counterparties need the new impression. Labour disputes that become chop hostage are still this process.

Practical workflow (loss or hostage)

  1. Same day: police report; freeze bank instructions if finance chop or token is also gone.
  2. Public notice that the old impression is void (local designated paper / platform).
  3. PSB remake via a licensed maker; destroy or record the old filing.
  4. Update banks, tax, customs and key counterparties.

Common mistakes

  • Leaving every chop with the GM “because they are local.”
  • Waiting for bonus season to ask for the official chop back.
  • Assuming HQ DocuSign replaces the official chop on a China contract.

Action checklist

  1. Written custody map (who, where, dual control).
  2. Use log for official + finance chops.
  3. Photos of current impressions in the board pack.
  4. Police-station address and designated newspaper already known.
  5. LR change pack does not depend on the same single person.

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How to use this guide

Editorial, AI and verification policies

This page is general information for orientation. It is not legal advice and does not create an attorney–client relationship.

Review the Editorial Policy, AI Content Policy, and Lawyer Verification Policy.

FAQ

Common questions

Quick answers for foreign nationals and employers. Rules vary by city and change over time.

If someone steals the chop, are we bound by contracts they stamp?

Good-faith third parties often can rely on the genuine official chop. Speed of police notice and publicity is how you cut off new deals. Old stamped paper is a dispute, not a magic unwind.

Do we still need physical chops if we have electronic seals?

Treat e-seals as extra, city-specific infrastructure. Do not retire physical custody until counsel and your bank say the old chop is cancelled.

Consultation preparation

What to prepare before contacting counsel

Send a focused first package so counsel can check conflicts, understand scope, and identify urgent deadlines.

  • A concise timeline and the result you want to achieve.
  • Names of all parties and affiliates for a conflict check.
  • Key contracts, notices, correspondence, filings, or decisions.
  • Known deadlines, preferred language, location, and budget constraints.
Directory

Company Formation lawyer profiles

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