查看原文
其他

FAQ About Corporate Seals in China

Sophie LegalTips 2021-10-12


You may also feel interested in:FAQs about Patent Applications in ChinaHandling IPR Infringement Disputes on E-commerce PlatformsDoing Business in China--All You Need Is HereIn China, the seals of a company play an important role in a company's daily business operations. All companies are supposed to have at least three seals in total; namely, the Company Seal, the Legal Representative Seal, and the Financial Seal. These three seals are supposed to be made in a seal-making company assigned by the government. A specimen of the impression must be filed with the local Public Security Bureau during the process of a company’s incorporating procedure.在中国,印章在公司的日常经营活动中具有重要的作用。任何一个公司,至少必须有三个章,即公章、法人章、财务专用章,这三个章是在公司成立时就要在当地公安局指定的刻章公司刻制并在当地公安局备案的。
In addition, many companies also have special seals for different purposes or special seals that are applicable within different  departments of a company, such as a contract seal, an administration seal, and so on. Each seal has a different function and is applied to different specific scenarios.除此之外, 不少公司还有合同专用章、部门专用章等等各种印章,每个印章都有不同的使用范围和效力。 
In our daily operation, what is important? What are we supposed to pay attention to?在印章使用过程中,我们应该注意那些事项呢?
I.   Type of Seals章的种类a)   Company SealThe Company Seal is the most powerful of all the seals of a company. It is the symbol of the company's highest power. On an official company business-related document, (whether it is a contract, a statement or a letter of commitment), when the Company Seal is affixed, it means the content of the document is recognized by the company and the company is going to bear the corresponding legal responsibility. Generally speaking, the Company Seal can be used in all matters and occasions inside and outside the company.公章公章是公司所有印章中权力最大的一枚章,是公司最高权力的象征。一份文件上(不论是合同、声明、承诺函),只要加盖了公章,就代表公司对文件内容的认可,并且要承担相应的法律责任。一般来说,公章可以使用于公司内外一切事务和场合。
b)   Legal Representative SealThere are many cases in which the Legal Representative Seal is used for a specific purpose, such as to be used together with the Financial Seal for opening the company's basic bank account, with a specimen of the impression card reserved in the bank. When the company issues a bill, for example, it affixes the Legal Representative seal to the bill.法定代表人章法定代表人章在特定用途中使用的情况较多,比如法定代表人章一般和财务章一起用于公司基本户开户、银行预留印鉴,公司出具票据时一般也需要加盖法定代表人章。

Three seals for a mainland company
c)  Financial SealGenerally, a Financial Seal is used together with the legal representative seal and Financial Seal is mainly used for corporate accounting and bank settlements. When it comes to financial matters, a Financial Seal is generally required.财务专用章一般与法人章一起作为银行预留印鉴,主要用于办理公司会计核算和银行结算业务。在涉及公司财务事项时,一般加盖财务专用章。
d)    Contract SealThe Contract Seal is intended for use when entering into contracts with other parties. However, not all companies use Contract Seals, they just affix the Company Seals when they are to sign any contracts.合同专用章专门用于对外签订合同时使用,但有些公司并没有合同专用章,只用公章。
e)     Department-Specific SealIn addition to the above-mentioned seals, some companies, especially larger ones, frequently use Department-Specific Seals, such as Procurement Seals, Administrative Seals, etc. These seals are usually only applicable for use inside the company, without any external effectiveness.部门专用章除了上述印章之外,有的公司尤其是规模较大的公司还刻制了很多部门专用章,比如采购专用章、行政专用章等等,这些章通常只能在公司内部起作用,缺少对外的效力。
II.  During our daily operations, we should pay attention to the following issues:我们在开展公司业务时, 要注意以下几点:
a)   Management of the Seals印章的管理Companies shall make strict management rules over the use of seals, to avoid any potential risks. For example, the Financial Seal and the Legal Representative Seal shall not be held by the same person. Do not affix the Seals to any blank paper or document.公司对于印章的使用要制定严格的管理制度,防范因此可能出现的风险,比如财务章和法人章不能由同一个人保管,不得以任何事由在空白书面上加盖印章等等。
It is important to understand that, even if a person has signed a contract with the Company Seal affixed to it, yet is without legitimate authorization, the company is still required to bear the corresponding responsibilities. After all, it is difficult to ask any third party to check whether the affixation of the Company Seal is duly authorized . The company has the responsibility and duty to manage its own Seals.因为即使某个个人私下用公章签订了合同,也仍然要求公司承担相应的责任,毕竟,很难要求第三人去查验是否是盖章的实际情况,而公司有责任管理好自己的印章。
b)   Signature or Seal?签字或盖章?In China, the company has to affix its Company Seal or Contract Seal to the contract to make sure the contract is binding.在中国,公司要签订一个有效的合同,必须要盖公章或合同专用章。
The signature of a shareholder, director or legal representative is usually not legally binding. This is different from what is done in many other jurisdictions and should be kept in mind. 股东或法定代表人的签字通常是不起作用的。这点与国外很多其他地方的作法不一样,大家要小心。
In addition, whether the Legal Representative Seal is “chopped” or whether there is a legal representative's signature affixed, there is no effect on the validity of the contract, unless there is a clause in the contract expressly saying that both the Company Seal and the Legal Representative Seal must be affixed for the contract to come into force.此外,除非合同中有条款明确约定必须同时加盖公章和法人章合同才能生效,是否加盖法人章或者是否有法定代表人的签字对合同的效力并没有影响。
c)   Is it the correct seal?是否盖对了章?This question is especially important for many overseas companies. The Company Seal is written with Chinese characters, thus it can be difficult to identify it. However, from the shape of the Company Seal, we can also make a judgment. As a matter of fact, from time to time, we receive emails from international buyers asking for help, claiming that they have not received goods after having made payments to trading companies. However, after reviewing their contracts, we found that they were actually dealing with a so-called “Hong Kong Company,” and it is not uncommon for Hong Kong Companies to be incorporated for the purpose of perpetrating fraud.这点尤其是很多国外公司要小心。因为公章是汉字,要进行辨认有点困难。但其实从公章的形状我们也可以做出判断。经常有国外的采购商发邮件给我们求助,说他们在付款给贸易公司后一直收不到货;然而经审核他们的合同,我们才发现实际上与他们签约的是一家所谓的香港公司,而注册这种公司进行诈骗的情况其实并不罕见。
Generally speaking, a Hong Kong Company has three Company Seals and one Common Seal.  These three Company Seals are: one small round seal, one authorized signature seal and one oval seal. The color of the stamps are blue or purple. 一般来说,香港公司的有三个章,此外还有一个钢印。这三个章分别是小圆形,长方形,椭圆形,而且一般用的是蓝色或紫色印。

Seals for a HK company
Of course, if one is sure that the other party is a mainland company, it should have affixed their Company Seal or Contract Seal. Any other seals are not acceptable for a contract to come into effect. 当然,即使是大陆公司,也要要求对方公司在合同中加盖公章或合同专用章,拒绝接受各种部门章。


Tap "Read More" to visit our website

: . Video Mini Program Like ,轻点两下取消赞 Wow ,轻点两下取消在看

您可能也对以下帖子感兴趣

文章有问题?点此查看未经处理的缓存