Identify the entity named on the document

Compare the Chinese company name in the agreement, the business records, and any seal impression. Explain differences rather than treating a similar name or group logo as equivalent. Check whether the agreement is with a company, a branch, or another organization. A seal associated with one participant should not be assumed to create obligations for every entity in a corporate group.

Understand the person’s role and mandate

Identify the individual who negotiated and the person who will sign or arrange execution. Ask what position or authorization supports the particular transaction. Routine contact with a salesperson does not answer every authority question. For an unusual or significant commitment, counsel may need to review corporate approvals, an authorization document, or other evidence of the decision-making process.

Avoid a stamp-only legal conclusion

The Supreme People’s Court’s contract interpretation addresses the relationship between seals and the authority of representatives or staff. It does not support the simple proposition that every stamped document is binding or every imperfect seal defeats a contract. The facts about authority and the transaction matter. If authenticity or authority is disputed, ask a lawyer to assess the full record rather than relying on an online image comparison.

Keep the complete execution record

Retain the final agreement, schedules, signature pages, authorizations, and correspondence showing how the document was approved and exchanged. Preserve original files and paper copies where available. Record changes transparently and avoid circulating detached signature pages without a clear link to the agreed version. A well-kept file helps distinguish the document the parties approved from an earlier draft or later alteration.

Use controls that fit the relationship

For your own organization, define who can approve commitments, access seals, send executed documents, and amend payment instructions. Keep these responsibilities current when staff change. In dealings with others, verify unusual instructions independently and raise inconsistencies before acting. Internal controls reduce avoidable confusion, but they do not replace case-specific advice about whether a particular agreement binds a particular entity.

From reading to preparation

Your preparation notes

  • Match the precise entity across the agreement and business records.
  • Identify the individual’s role and transaction-specific authority.
  • Preserve the complete executed version and approval correspondence.
  • Escalate unusual signing or payment instructions for independent review.

Reference point: Supreme People’s Court interpretation on the general provisions of the PRC Civil Code contract book, particularly Article 22. General information reviewed September 30, 2026.