Stage 05 · Pitfalls

Losing Control of Company Chops

The company seal is the company's signature

In China the company chop carries presumptive authority — a rogue holder can bind the company to obligations the board never approved.

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Losing Control of Company Chops

The company seal is the company's signature

The wrong assumption: “The legal rep needs the chop for convenience.”

A rogue legal representative — or any employee — holding the chop can bind the company to contracts, loans, and guarantees that are extremely difficult to repudiate, even where internal authority was clearly exceeded.

The right approach: Implement dual-custody chop protocols — no single person holds the chop alone — use a chop-use ledger, restrict the legal-rep chop separately, and have a pre-planned response for a departing legal representative who refuses to surrender the seals.

What we cover
  • Dual-custody chop protocols
  • Chop-use ledger and authorization matrix
  • Separation of company and legal-rep chops
  • Pre-planned surrender-dispute response
Typical deliverables
  • Chop-management policy
  • Chop dispute response
  • Authority matrix
Company ChopCustodyLegal Rep

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