Direct answer

The legal representative, an authorised agent, or a genuine company chop can bind the company.

The legal representative named on the business licence has statutory power to represent the company. Others bind the company if they have actual authority or if the counterparty reasonably relies on apparent authority—often a company chop, a written power of attorney, or a pattern of dealing. Board or shareholder limits in the articles may be an internal governance issue rather than a complete defence against a bona fide third party.

The classification screen

5 questions before you choose the route.

This page identifies the right question and evidence. It does not determine the legal outcome on a reader’s facts.

01

Who is on the licence?

Read the current business licence and National Enterprise Credit Information publicity, not last year’s PDF.

Legal rep
02

Is there a written POA?

Scope, duration, language and whether it is chopped by the company.

POA
03

Which chop was used?

Official chop, contract chop or a personal legal-rep chop are not interchangeable.

Chop
04

Do the articles limit the deal?

Major assets, guarantees and related-party deals may need internal resolutions as well as a signature.

Internal
05

What would a third party see?

Email domain, WeChat title, name card and past course of dealing support or undermine apparent authority.

Apparent

Working rule: Map the regulated role before marketing or launch in China.

What changes the answer

The signal ledger.

These facts move the question beyond a label and into a product, money-flow and control analysis.

Signal
Ask the operating question
Why it changes the route
Legal representative
Does the name on the signature page match the current licence?
A former legal rep may no longer bind the company on new deals.
Chop type
Was the official chop used, a contract chop, or only a personal signature?
Chop practice is powerful evidence, but the wrong chop plus no authority is a dispute.
Deal size and type
Is this a routine sale, a guarantee, a disposal of major assets, or a related-party contract?
Company Law and articles often add resolution requirements for non-ordinary deals.
Good-faith counterparty
Did you actually check the licence and POA, or ignore red flags?
Apparent-authority protection is weaker if you proceeded despite obvious defects.
Prepare before you escalate

Bring a compact evidence docket—not a pitch deck.

Give a compliance team or counsel the operating facts that reveal the perimeter.

01Current licenceBusiness licence and publicity screenshot dated around signing.
02Signatory packID, POA, board or shareholder resolutions.
03Chop impressionClear scan of the seal on the signature page.
04Internal limitsArticles, chop-control policy and specimen seals if available.
05Course of dealingPrior contracts signed the same way and performed.
Common confusions

Questions people ask before they build.

Short answers for orientation. The right result can change with the service model and current rules.

Is the legal representative the only person who can sign?

No. An authorised agent or a genuine company chop can also bind the company. The legal representative is the default statutory agent, not the only path.

If the articles say two signatures are required, is a one-chop contract void?

Not automatically against a good-faith third party. Internal limits may still create claims inside the company. High-value or guarantee deals need extra care.

Primary authorities

Reviewed sources support orientation, not a fact-specific assessment.

PRC Civil Code (gov.cn)
National laws database (NPC)
PRC Company Law (NPC)