Unlike other jurisdictions, the use of chops or carved seals remains an essential part of the business environment in the Mainland of China, owing to a longstanding tradition. Physical chops are widely used and, in most cases, are necessary for important corporate documents.
Companies are generally required in practice to produce the company chop after registering with the Administration for Market Regulations (AMR). The company chop must also be filed with the Public Security Bureau.
The person in charge or management staff authorised to hold the company chop acts only as its temporary custodian on behalf of the company. As a general principle, documents executed with the chop bind the company rather than the custodian personally, although misuse or failure to follow internal controls can create operational and compliance risks.
In this article, we discuss the types of chops you’ll need if you’re planning to set up in the Chinese Mainland market and how we can assist.
- What are the main types of chops in the Mainland of China?
- How to safeguard and use the chops
- How we can help
- Frequently asked questions
What are the main types of chops in the Mainland of China?
The below analyses six main types of company chop in the Mainland of China:
| Types of chops | Importance |
|---|---|
| Official company chop | Must-have |
| Legal representative chop | Must-have |
| Finance chop | Must-have |
| Invoice chop | Recommended |
| Contract chop | Recommended |
| Customs chop | Optional, depends on your business activity |
1. Official company chop (公章)
Available in either a round or oval shape, the company seal is mandatory and will serve as your company’s official mark for validating legal documents in the Mainland of China, aside from functions reserved for the invoice chop and the customs chop.
It can be used for letters, formal documents, employment and commercial contracts, introduction letters, certificates, bank account opening paperwork and submissions to government authorities. It is also the main chop from which the other seals are referenced from.
Importantly, the company chop will feature your company’s English name and may serve as the only official record of it. English trading names are generally neither used nor registered elsewhere in the Mainland of China, since simplified Chinese is the only official and accepted language.
2. Legal representative chop (法定代表人章)
Usually carved in a square or rectangular shape, the legal representative chop will feature the name of the person appointed to that role in Chinese characters. Under China’s Company Law, the legal representative is the statutory face of the company, with ultimate responsibility for representing the company in key external matters. This makes the role – and control over the legal representative chop – particularly important for effective corporate governance.
Your legal representative may use the chop to exercise any relevant rights and obligations. It is, however, rare to have the legal representative seal on its own on documents. More often, it is used alongside the company chop or finance chop as an additional form of authorisation. It is particularly common for banking matters, where your legal representative may need to authorise transactions either by signing or using this personal chop.
This chop may be kept in the legal representative’s possession or, where that individual is not domiciled in the People’s Republic of China, held by a trusted third-party provider. Should both the legal representative chop and company chop be kept in-house, it is generally advisable not to store them in the same safe or place them under the control of the same employee.
In the event of a change in legal representative, this chop must be destroyed. A new one must then be produced and issued to the successor.
3. Finance chop (财务专用章)
Always in a square shape, the finance chop will show only your company’s Chinese name without any English wording.
As its name suggests, it will mainly be used for treasury and banking operations. You will often need it for matters such as opening or closing bank accounts and authenticating statutory documents handled by your finance department. These may include accounting records, tax filings and compliance communications with the State Administration of Taxation (SAT).
4. Invoice (fapiao) chop (发票专用章)
The invoice chop is used specifically for official invoices, including value added tax (VAT) invoices. These are among the few documents that do not require either the company chop or the legal representative chop.
Where paper invoices are used, which happens only in limited cases given the widespread adoption of e-invoicing, they will generally be valid only if the invoice chop appears on the lower left-hand side of the document.
5. Contract chop (合同专用章)
The contract chop is an optional seal that your company may use for commercial agreements, provided the other parties involved recognise its validity. That said, it serves a different purpose and does not substitute the company chop for documents that require formal corporate execution, such as rental tenders.
6. Customs chop (报关专用章)
The customs chop may be issued if you operate a trading or manufacturing entity that is registered with the General Administration of Customs. It is used to certify import and export declarations when your goods are cleared into or out of the Mainland of China.
Like the company chop, it is usually carved in a round or oval shape and will only have your company’s Chinese name on it.
How to safeguard and use the chops
Although digital chops are available, physical chops remain the primary instrument used in practice and continue to be more widely relied on for executing documents. This makes control over physical seals particularly important.
When a company chop is used without appropriate authorisation, the company may still be treated as bound in certain circumstances (particularly where third parties act in good faith), and disputes can be time‑consuming and costly to resolve.
There have been cases where former employees retained access to a chop after their departure, continuing its use and causing ambiguity regarding the validity of certain commitments. Such circumstances often require companies to address and resolve related disputes with extra time and cost.
These challenges can be amplified where senior management is based overseas. Limited day-to-day visibility and authority over local operations can increase the risk of misuse if robust controls are not in place.
Strong record-keeping is therefore essential. Maintaining a clear log of each request to use or affix a chop helps identify irregularities, detect potential misuse and establish a reliable audit trail. To strengthen internal controls, the individual reviewing or approving chop usage should be separate from the person who holds or applies the chop.
Alternatively, you may appoint a trusted third-party service provider like Hawksford to manage the chops. Under an agreed framework, the service provider can oversee both the secure storage and controlled application of your chops, check that the required approval evidence is provided in line with your agreed instructions, and maintain a detailed record of usage. This approach provides greater transparency, consistency and traceability, while significantly reducing the risk of unauthorised use.
How we can help
Hawksford is an established provider of company registration and outsourced corporate services. If you’re planning to start your business in the Mainland of China, we can guide you through the requirements of setting up an entity. This includes coordinating the production of both digital and physical chops once your company’s business license has been obtained.
We also provide a company secretarial service to manage your chops on your behalf. This can be especially useful during staff changes, such as when an employee resigns, as it helps ensure the chop remains properly accounted for.
Our team can also advise on the chop to use for specific documents or transactions, which is often a source of confusion for some foreign investors. Where a document needs to be chopped at your instruction, we follow a transparent and traceable process. That can give you better visibility over when the seal was used, for which document and under whose authority so there is a clear record for audit purposes.
If this is an area you’ll like support with, please get in touch with us for more information.
Frequently asked questions
What are chops in the Mainland of China?
In the Mainland of China, company chops (also known as seals) are official stamps used to represent a company’s legal authority. Unlike in many jurisdictions where signatures are primary, a chop carries legal effect for Chinese Mainland activities and can bind your company to contracts and commitments. There are several types of chops, including the official company chop, finance chop, contract chop and legal representative’s personal chop.
What does a chop in the Mainland of China look like?
A Chinese company chop normally comes as a circular stamp in red ink, with the company’s full registered Chinese name arranged around the edge. Different chops may have different shapes or markings depending on their function. If you are setting up in China and need help producing compliant company chops, please get in touch.
Does a China company need a company chop?
Yes. If you’re operating a company in the Mainland of China, chops such as the Chinese company chop, legal representative chop and finance chop are mandatory. You’ll usually need them for signing contracts, dealing with the bank, handling government filings and carrying out other routine business activities. Without the necessary chops in place, even fairly ordinary corporate actions can become difficult to complete. If you need help arranging the chops your China entity requires, please reach out to our team.
How should a chop be placed on documents in the Mainland of China?
The chop is usually stamped in the signature section of the document or over the company name. Importantly, the seal should be clear, complete and used in line with your company’s internal approval controls. A page‑sealing (cross‑page) stamp is commonly used for multi‑page documents to help prevent page substitution and to evidence that all pages formed part of a single, complete document at the time of execution. While not a legal validity requirement, it is a widely adopted risk‑mitigation practice for important contracts and submissions.
How do I get a company chop in the Mainland of China?
Your company name will first need to be approved and business license to be issued by the AMR. After that, the chops can be produced through a qualified provider. They must be registered or recorded with the Public Security Bureau.
Most companies would arrange for the full set needed for operations during incorporation. If you need support producing the required chops for your China entity, please get in touch with us.
What are the legal uses of a company chop in the Mainland of China?
A company chop is used to legally bind your entity in China. In many situations, affixing the chop to a document is what gives it legal effect, whether or not a signature is present. This applies to contracts, banking documents, employment agreements, invoices and filings with government authorities. Because of this, the chops need to be managed carefully.
Are there regulations that specify how many different types of chops a China company may have?
No. Certain chops, however, are commonly used, such as the official company chop, finance chop and legal representative chop. Most companies adopt these as a minimum to support different functions and internal controls. If you would like guidance on what seal arrangement may be suitable for your company, please get in touch.
How do I renew or update a Chinese company chop?
You’ll need to notify the relevant authorities first if you’re intending to replace or update your company seal. This could be due to a name change, loss, theft or damage. In such cases, your company may also be required to publish a notice in a newspaper. At the same time, a replacement will need to be arranged through a qualified chop maker and duly filed with the Public Security Bureau, after which the existing chop should be cancelled or recorded as invalid. Where needed, our team can support you through the process of replacing or updating your company’s chops.
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