Administrative rules issued by the Ministry of Public Security define the physical specifications and usage requirements for stamps dedicated to the execution of commercial agreements. The contract seal regulations provide the legal framework for the creation, filing and eventual destruction of the specific chop used by mainland Chinese companies to sign purchase orders and service contracts. These rules mandate that the seal must be circular or oval in shape and contain the full registered name of the company in simplified Chinese characters.
A unique identification number must be engraved on the face to link the tool to the police database. This regulatory oversight ensures that every contract seal in circulation has a verifiable origin and a designated holder responsible for its security. The regulations apply to all legally registered enterprises including foreign invested entities and domestic private firms.
They stop applying once a company enters liquidation and surrenders its stamps to the designated government authorities for cancellation.
Detailed requirements for the material, size and layout of the stamp face prevent the use of easily replicable or non-standard tools. Under the contract seal regulations, the diameter of the circular stamp for a standard limited liability company is fixed at 40 millimeters. The characters must be arranged in a specific font, usually Song Ti, and must curve along the top half of the seal face.
For the contract seal, the words “Contract Seal” must be clearly visible in the center or along the bottom arc to distinguish it from the official company chop. The material used must be durable enough to maintain a clear impression over thousands of uses, with ox horn, copper and specialized high-density polymers being the most common choices. Any deviation from these physical standards can lead to the rejection of the seal by banks or the public security bureau during the filing process.
Corporate entities bear the legal responsibility for establishing internal systems that track the person in charge of the stamp and the documents it signs. The contract seal regulations require companies to maintain a usage log that records the date, the specific document, and the identity of the individual who applied the seal. This log must be available for inspection by administrative authorities during audits or investigations into commercial disputes.
Proper custody involves keeping the seal in a locked safe and ensuring that the person with the key is not the same person who has the power to approve the contracts. If the seal is lost, the company must follow a specific procedure to report the loss in a state-level newspaper and apply for a replacement. Failure to follow these management steps can result in the company being held liable for unauthorized contracts signed by employees or third parties.
Usage of the dedicated contract stamp is strictly limited to the execution of agreements and cannot be used for financial transactions or general administrative filings. The contract seal regulations clarify that this specific tool does not hold the same broad power as the official company chop, which can bind the company in almost any matter. For example, a contract seal applied to a bank account opening form or a tax filing will be rejected by the receiving authority.
This separation of powers allows a company to delegate the signing of sales agreements to a department head without giving that person the ability to change the company’s legal structure. If a contract requires both a signature and a seal, the regulations specify that the seal impression must overlap the signature to prevent the subsequent alteration of the document. Adhering to these restrictions is necessary for maintaining the legal validity of the company’s external commercial relationships.
PSB seal recordation binds corporate authority through a 13-digit code, overriding signatures unless fraudulent creation meets explicit civil code standards.
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