China Company Chops Explained: Which Seals You Need and How to Control Them
Quick answer: A company chop is an official seal that legally binds a Chinese company. A WFOE usually has a company chop, a finance chop, a legal representative chop, an invoice (fapiao) chop and often a contract chop. Whoever holds the company chop can commit the company to contracts and official filings, so foreign owners need clear written controls over who keeps each chop and when it can be used.
Last updated: November 2026
In many Western countries a signature binds a company. In China the chop carries the legal weight. A document bearing the company chop is generally treated as the company's act, and courts often uphold it even when the person who applied it had no internal authority, as long as the other party acted in good faith. That is why chop control is one of the most important governance issues for a foreign-owned company.
This guide to China company chops explains which seals a WFOE needs, what each one is used for, who should keep them and the controls to put in place from day one.
The Main Types of Company Chop
A typical WFOE uses these chops:
Chop | Typical use | Who usually keeps it |
Company chop (公章) | Contracts, official letters, government filings and HR documents. The most powerful chop. | A trusted senior manager or the foreign owner's representative |
Finance chop (财务专用章) | Banking, tax and accounting documents. Registered with the bank. | The finance manager, kept separately from the legal representative chop |
Legal representative chop (法定代表人章) | Used with the finance chop for bank transactions. | The legal representative or a delegate, kept separately from the finance chop |
Invoice or fapiao chop (发票专用章) | Paper fapiao and related documents. Used less since electronic invoicing. | The finance team |
Contract chop (合同专用章) | Commercial contracts, so the company chop is not needed for daily contracts. | Sales or contract administration |
Customs chop (报关专用章) | Import and export declarations for trading companies. | The logistics or customs team |
Official chops are made by licensed engravers and filed with the public security bureau after the business licence is issued. The finance and legal representative chops are also registered with the bank as the account's authorised seals. Woodburn arranges all of this as part of China company registration, and our guide to setting up a company in Shanghai shows where this step fits.
Why Separating Chops Matters
Banks usually require the finance chop and the legal representative chop together to authorise payments. Keeping them with two different people creates a simple dual control. If one person holds both, they can move money without anyone else being involved.
Similarly, using a contract chop for routine commercial contracts limits how often the company chop leaves the safe.
Chop Controls Every Foreign Owner Should Set Up
These six controls cover most of the risk:
A written chop policy that states who holds each chop, what it may be used for and who must approve its use.
A chop log recording every use: the date, document, purpose, approver and the person who applied the chop.
Secure storage, ideally a locked safe with restricted access.
Two-person rules for the finance and legal representative chops.
Handover procedures when a holder leaves the company, including immediate return of the chop.
Electronic chops and bank USB keys covered by the same policy, because digital signing tools carry the same authority as physical chops.
What If a Chop Is Lost or Misused?
A lost chop should be reported to the police, announced publicly and replaced through the formal process. Misuse is harder to deal with. Because counterparties acting in good faith are generally entitled to rely on the chop, a contract chopped without internal approval can still bind the company. Prevention through controls is far cheaper than a dispute afterwards.
This is a common issue when a company changes its legal representative or general manager. See who should be your WFOE's legal representative for how to plan these roles and handovers.
China Company Chops at a Glance
Here are the main risks and the control that addresses each one.
Risk | Control |
The company chop is used without approval | A written chop policy, a chop log and approval before every use |
One person can move money alone | Finance chop and legal representative chop held by different people |
Daily contracts expose the company chop | A separate contract chop for routine commercial contracts |
A holder leaves with a chop | A handover procedure with immediate return of the chop |
A chop is lost | Police report, public notice and formal replacement, and the bank told at once |
Electronic chops and bank keys | The same policy and log as physical chops |
How Woodburn Supports Chop Governance
Our appointed finance manager service gives foreign owners an independent professional to keep the finance chop and review payments. We can also help you draft a chop policy that fits the size of your team. Read more in what a China finance manager handles that software cannot.
Frequently Asked Questions
Which chops does a WFOE need?
Every WFOE needs a company chop. In practice it also needs a finance chop and a legal representative chop to open and run its bank account, and an invoice chop if it issues paper fapiao. Contract and customs chops are optional and depend on the business.
Are electronic chops legally valid?
Yes. Reliable electronic seals and signatures are recognised in China. They should be covered by the same internal controls as physical chops.
Can the foreign parent keep the company chop outside China?
It is possible, but impractical for a company that needs to sign documents locally. Many owners keep the company chop with a trusted local representative under a strict log and approval process.
Does a signature alone bind a Chinese company?
A signature by the legal representative can bind the company, but in practice counterparties and authorities expect the company chop on most documents.
What should I do if a company chop is lost?
Report the loss to the police, publish a loss notice and have a replacement engraved and filed through the formal process. Tell the bank straight away if the finance or legal representative chop is lost.
Related Reading
Put your China company under control from day one We set up your chops, bank access and finance approvals so that no single person can commit your company without oversight. Book your free 30-minute consultation → Or call Shanghai +86 21 5116 2893 · Hong Kong +852 3978 0300 |
About Woodburn Accountants & Advisors
Woodburn Accountants & Advisors helps international businesses set up and run companies in mainland China and Hong Kong. With more than 30 years' experience and offices in Shanghai and Hong Kong, our team of chartered company secretaries, certified public accountants and tax specialists has guided hundreds of foreign companies, from first-time market entrants to established multinationals, through company registration, accounting, tax, payroll and annual compliance. We combine large-firm expertise with boutique responsiveness.
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