The red seal on our contract belonged to a different company
Verifying Chinese company seals (official seal and contract seal) - what each seal is for, the typical situations where fake or invalid chops turn up, how to match the business license, credit code and bank account name, and how to get original sealed copies before you sign, with a checklist

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A company importing small home appliances signed an OEM contract with a supplier in Guangdong. The contract and the PI both carried a crisp red round seal at the bottom, and the company name inside the seal was the factory the importer had visited. The importer paid a 30% deposit and production went ahead, but the first shipment came in with a large number of defects.

When the importer filed a claim, the factory's reply was unexpected: "We never signed a contract with you. That seal is not ours." It turned out that the seal on the contract had not been applied by the factory's sales team. A staff member at a trading company sitting in the middle had pasted an image of the factory's seal into the PDF, and the deposit had gone into that employee's personal account. The importer was holding a contract but had no basis for holding the factory responsible.

In China, a company seal carries far more weight than a corporate seal does in Korea. Contracts, order confirmations, payment requests and even quality guarantees often only count as "something the company did" once they are sealed. Yet Korean importers rarely read the characters inside the seal and tend to assume that a red seal means an official document. This post covers the types of Chinese company seals, how to tell whether one is genuine, and what to check, in order, before signing.

When we review contracts in supplier dispute cases, we are often surprised by how many have a company name in the seal that differs from the name in the contract, or a department seal that can hardly bind the company at all. Nobody reads the seal until something goes wrong.

1. A Chinese company has more than one seal

Chinese companies usually keep several seals, each for a different purpose. Knowing which seal belongs on which document is the first step in judging whether the paperwork you received is in order.

On a contract or PI, what an importer should receive is the official seal (公章) or the contract seal (合同专用章). If you see only a sales department seal, a finance seal or a salesperson's personal seal, stop and ask why. How to read a PI is covered in Episode 6, and how an OEM contract is structured in Episode 12.

2. What a genuine seal should look like

A Chinese company cannot simply carve its own seals. They have to be made by a licensed seal maker and registered with the public security authorities, so legitimate seals tend to look alike.

Look at the company name first. The seal should carry the full official Chinese name, and it must match the name on the business license (营业执照) character for character. If "深圳市" is missing or "有限公司" has been shortened to "公司", you may be looking at a different company or a fake. A company's only legal name in China is its Chinese name, so a round seal carved only in English is hard to treat as an official seal.

Many seals also have a numeric code along the bottom. Some regions add a registration number, and the format differs by region and by when the seal was issued. A missing number does not by itself prove the seal is fake, but it leaves you with one less thing to check. The invoice seal is oval and carries a taxpayer ID, which is usually the same as the company's 18-digit unified social credit code (统一社会信用代码).

Still, appearance alone cannot tell you whether a seal is real. Seal shops are everywhere in China, and anyone can copy and paste a scanned seal image. You need to check separately whether the name in the seal matches your actual counterparty, and whether that company exists and is operating normally.

3. Typical situations where the seal becomes a problem

These are the patterns we see again and again. In most of them, the importer simply never read the characters in the seal.

4. Seals versus signatures in legal terms

China's Civil Code provides that when a contract is made in written form, it is formed once the parties have all signed, sealed or placed a fingerprint on it. On paper, either a signature or a seal is enough.

Practice is a little different. Chinese companies often argue that a signature by a non-representative employee was "a personal act", and in a dispute the question becomes whether the signer had authority to act for the company. A document bearing the official seal or contract seal is much harder for the company to deny. That is why Chinese companies treat the seal as far weightier than a signature.

Whether you end up in a Korean court, a Chinese court or arbitration, the first thing you must prove is that "this company produced this document". A correct seal saves you from fighting over that step. The claims and dispute process is covered in Episode 36.

5. Cross-checking against registration data

Once you have read the name in the seal, look up what kind of company it actually is. On the government-run National Enterprise Credit Information Publicity System (国家企业信用信息公示系统), you can search by company name or unified social credit code and see the basic registration details for free. Commercial services such as 天眼查 and 企查查 also compile change history and litigation records.

If the company was set up only a few months ago, has changed its legal representative and address several times recently, or is facing multiple lawsuits, set more conservative terms even if the seal is genuine. Supplier credit checks are covered in detail in Episode 62.

6. How to verify seals at the contract stage

Put the Chinese legal name and credit code in the contract

A contract that gives only an English company name makes it hard to identify the other party later. In the parties section, write the full Chinese name, unified social credit code, registered address and legal representative. This also makes it easy to compare the name in the seal with the contract text.

Get an original sealed copy

For a first deal or a large contract, it is safer to have the physically sealed original sent to you by international courier. For multi-page contracts, ask for a cross-page seal (骑缝章) stamped across the page edges so pages cannot be swapped. If getting the original is difficult, you can ask the contact person to show the contract being sealed over a video call.

Match the bank account name to your counterparty

The last step in verifying a seal is the account your money goes into. The company in the seal and the account holder must be the same. If you are asked to pay another company or an individual, get the reason in writing and call the factory's main number to confirm directly. Payment fraud disguised as an account change is covered in Episode 13, and international payment methods in Episode 29.

7. Sample wording to send your supplier

Letting a supplier know up front that you will check seals carefully makes them prepare documents with more care. We recommend sending it in Chinese as well.

Sample wording (sealing requirements)
Please stamp contracts, PIs and quality guarantees with your company's official seal (公章) or contract seal (合同专用章). We will not accept documents bearing only a department seal, finance seal, English seal or personal seal. Please also apply a cross-page seal (骑缝章) to multi-page documents.

Sample wording (company details)
Please send a copy of your business license before we sign. The company name in the contract, the name in the seal, the invoice issuer and the name on the receiving bank account must all match the name on the business license.

Sample wording (account changes)
Payments will be made only to the account stated in the contract. Any change of account must be notified by an official letter bearing your official seal, and we will make the change only after confirming it by phone through your company's main number.

Almost no legitimate company refuses requests like these. If a supplier keeps putting them off with one excuse after another, take a closer look at that supplier. How to get order confirmations sealed is covered in Episode 102.

8. Three real cases

These are anonymized versions of patterns we often see. Amounts and timeframes are examples.

Case 1 — A trading company that pasted in the factory's seal

This is the appliance importer from the opening. The factory seal on the contract was an image placed on top of the PDF, and the deposit of about KRW 24 million went into a trading company employee's personal account. The factory denied any contract, and the trading company stopped responding. The importer signed a new contract with the factory and spent two more months having the defective units remade. It now checks the business license and matches the account name before every deal.

Case 2 — A quality guarantee with only a sales department seal

This importer brought in household goods. The quality guarantee from the factory carried only a "销售部" seal and the salesperson's signature. When the importer claimed compensation under the defect-rate clause, the factory tried to limit its liability, calling it "a document the sales department wrote on its own". In the end the importer recovered only part of the loss through negotiation. It now gets the official seal and the legal representative's signature on every contract. Warranty terms are covered in Episode 112.

Case 3 — Stopped by reading the seal

This importer was preparing a kitchenware OEM project. Zooming in on the contract seal, they found the company name differed by one character from the factory they had visited. A lookup in the public system showed a separate company set up by the same owner only four months earlier. The factory said it had planned to contract through the new entity for tax reasons. The importer had the contract reissued in the name of the entity that actually does the manufacturing. Reading one line in the seal took five minutes.

9. Common mistakes

• Not reading the company name in the seal just because a red seal was there
• Writing only the English company name in the contract and leaving out the Chinese legal name
• Sending a large payment against a contract signed only by a salesperson
• Accepting a department seal or English seal as the company seal
• Receiving only scans and never getting the sealed original
• Paying even though the company in the seal and the account holder were different
• Assuming the company on the documents must be the factory you visited
• Dealing with a deregistered company because nobody checked its status

10. Seal and company verification checklist

Before signing

• Got a copy of the business license and checked its status in the public system
• Confirmed the unified social credit code, legal representative and registered address
• The business scope covers manufacturing or selling the contracted products
• The parties section shows the full Chinese name and credit code

Checking the seal

• The seal is the official seal (公章) or contract seal (合同专用章)
• The name in the seal matches the business license character for character
• The signer is the legal representative or has written authorization
• Multi-page documents carry a cross-page seal (骑缝章)
• For a first deal or large contract, the sealed original was received

Before paying

• The receiving account name matches the contracting company
• Any account change was confirmed by official letter and a call to the main number

Closing - What the seal says matters more than whether there is one

In China, a seal is the clearest proof that a company made a commitment. By the same token, a contract with the wrong seal proves nothing when trouble starts. What matters is not that there is a red seal, but whose name is carved into it.

Verifying a seal does not take specialist knowledge. Zoom in on the characters and compare them with the business license, look the company up once in the public system, and check the name on the bank account. That filters out most of the problems.

There is also something simple you can do today. Pull out the contract and PI from a supplier you are working with now and read the company name in the seal. Then check whether that name matches the account you are paying. If the two names differ, ask why before the next payment.

GreenFrog Seoul helps with checking Chinese suppliers' business licenses and registration data, reviewing how contracts are sealed, and confirming on site which entity actually does the manufacturing. If a seal problem has already turned into a dispute, we start by sorting out who the contracting party is and where the money went. If you are just starting with a supplier, we start by getting the party details in the contract right.