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Company seals · Tax · Banking · Operating controls

China Company Chops and the Post-Registration Checklist

The business licence creates the legal entity. Its company chops, tax and invoicing setup, bank account, licences and internal controls determine whether it can operate safely.

Authority vault

公司Official
财务Finance
发票Invoice
Separate custody, approval and usage records. Do not give one person the original licence, every chop, all bank devices and every government login.

01 / Know what each seal does

“Company seal” can mean several different authority tools.

A Chinese company chop is not decoration. It connects a document or transaction to the company, but the effect still depends on the type of chop, the signer's authority, the document and the surrounding facts. Use the correct seal and preserve the approval evidence behind it.

ChopTypical useControl priority
Official company chop
公章
The broad corporate seal used on contracts, government filings, certificates and other documents issued in the company's name.Highest. Keep with a named custodian, require documented approval and retain a copy of every stamped document.
Finance chop
财务专用章
Banking, treasury and financial documents, often used together with the legal-representative chop under bank mandates.Keep separate from online-banking maker and checker devices. A stamp must not be the only payment control.
Legal-representative chop
法定代表人名章
A personal-name seal used where the registered legal representative's confirmation is required.Treat as a controlled credential of the company process, not as an ordinary personal stamp.
Invoice chop
发票专用章
Used in invoicing workflows where the applicable invoice format requires it.Finance or tax team. Fully digital invoices may use electronic signature or platform validation instead of displaying a physical invoice chop.
Contract or customs chopOptional specialist seals for contracts, customs declarations or another defined workflow.Issue only where needed. Define scope in writing so staff and counterparties do not assume broader authority.
A chop image pasted into a PDF is not an electronic seal.

A regulated electronic seal contains identity and certificate data and produces a reliable electronic signature. A scanned red circle has no equivalent security: it does not prove who applied it or whether the file was changed afterwards.

02 / Carving and public-security filing

Use a licensed engraver and keep the filing record.

The revised national rules for seal-carving businesses require the engraver to verify the supporting material and report the company, applicant, impression and supporting records to the county-level public-security authority after carving. Local “one-stop business opening” systems may transmit the initial order directly from the company-registration application.

Read the revised national seal-carving rules →
  1. 01

    Authorise the order

    Use the new business licence and the local identity and authorisation documents. Confirm who selected the engraver and exactly which chops were ordered.

  2. 02

    Carve through a qualified provider

    Do not order a look-alike stamp from an online seller or unlicensed shop. The engraver should use the public-security seal system and submit the impression and required records.

  3. 03

    Inspect at collection

    Check the Chinese legal name and any Unified Social Credit Code, compare the impression to the company details and record who collected each item.

  4. 04

    Preserve the evidence

    Keep the order, filing or registration record, impression card where issued, handover receipt and an inventory of physical and electronic seals. Banks and authorities may need this later.

03 / Internal authority

Separate custody, approval and execution.

The most dangerous arrangement is not a missing policy. It is one employee or external accountant holding every way to bind and pay from the company. A four-column register creates a basic audit trail from the first transaction.

Asset or actionCustodyApprovalEvidence retained
Official chopNamed internal custodian or controlled professional custodianDirector or authorised manager based on document type and valueNumbered request, approval, usage log and final stamped copy
Finance and legal-representative chopsDifferent custodian from payment initiation where practicalFinance lead plus authorised signatory under bank mandatePayment support, approval and bank record
Online bankingSeparate maker and checker devices or credentialsThreshold matrix and dual approvalBank statement, payment pack and approver identity
Invoices and tax platformFinance or tax team with named accountsContract, delivery and tax checkInvoice register, source documents and access log
Electronic seal and signing certificateCredential vault with access restricted to a named roleSame substantive approval as the equivalent physical chopCertificate, signature-validation data, final file and audit log

Set value thresholds

Routine documents, customer contracts, borrowing, guarantees, related-party payments and asset transfers should not all use the same approval level.

Ban blank stamping

Never stamp a blank sheet, incomplete contract or signature page detached from the final document. Match the version approved to the version sealed.

Review the log

A register that nobody reviews is storage, not control. Reconcile it periodically to contracts, bank movements, invoices and government submissions.

04 / Lost, stolen or withheld chops

Act as an authority incident, not an office-supplies problem.

Local replacement requirements differ, but the control objective is consistent: stop reliance on the old chop, create evidence of loss or unauthorised retention, obtain corporate authority for replacement, follow the local invalidation and re-carving process, and warn institutions or counterparties exposed to misuse.

01

Secure everything else

Change bank and platform credentials, recover the licence and remaining chops, preserve logs and identify documents recently sealed.

02

Create the corporate record

Document the loss, theft or refusal to return, the authority approving replacement and the people authorised to act.

03

Invalidate and re-carve

Follow the local public notice, police report, old-chop cancellation and licensed re-carving requirements. Do not assume another city's checklist applies.

04

Notify exposed parties

Banks, tax advisers, key customers, suppliers and platforms may need written notice and an updated specimen.

When the former legal representative or shareholder keeps the chops

Confirm the shareholder or board resolutions and amendment registration first. Replacement is possible in many locations without voluntary handover, but authorities and engravers may require resolutions, public loss notices, shareholder confirmations, identity evidence or a police record. If disputed documents may already exist, obtain legal advice on injunctions, notices and evidence preservation rather than relying only on a new seal.

05 / First operating month

Move from licence to controlled operations.

This is a practical sequencing plan, not a claim that every item has one national 30-day statutory deadline. Timing depends on the tax profile, bank, staff, activity and city. Start before the first contract or payment creates an obligation.

Days 1–3

Verify and inventory

Check the licence and electronic licence; collect formation records; order and record required chops; assign custodians.

Week 1

Tax and accounting

Access the electronic tax bureau, confirm tax types, accounting system and responsible staff, and appoint the bookkeeping team.

Weeks 1–2

Invoices and payroll

Set digital-invoice access and approvals; prepare employment, social insurance and housing-fund registration where staff will be hired.

Weeks 2–4

Bank and permissions

Complete corporate account KYC, report the bank account for tax, arrange capital and FX processes, and obtain operating permits.

Tax setup is now information-driven

The Unified Social Credit Code lets registration data flow to the tax authority. New-taxpayer packages typically combine information confirmation, accounting-system filing, tax-type review, bank-account reporting, tax-payment agreement and invoice access. Do not rely on an old checklist that treats tax registration as a separate paper certificate.

Licences still gate regulated trading

A general business licence does not authorise food, medical-device, education, travel, telecoms or other regulated operations. Obtain the sector permit before conducting the licensed activity, and align the permit holder, premises and business scope.

06 / Digital seals and recurring compliance

Electronic operation needs the same control discipline.

The national Electronic Seal Management Measures issued in 2025 state that a compliant electronic seal has the same legal effect as a physical seal, and an electronically sealed file has the same effect as its paper equivalent unless law or regulation excludes electronic use.

Read the Electronic Seal Management Measures →

Monthly or periodic

  • Bookkeeping and source-document collection
  • Tax returns even where no tax is payable
  • Payroll, individual income tax and social contributions
  • Invoice, bank and chop-log reconciliation

Annual and event-driven

  • Enterprise annual report from 1 January to 30 June for the previous year
  • Corporate income-tax annual reconciliation under the applicable calendar
  • Permit renewals and beneficial-owner or other required updates
  • Prompt changes when address, officers, shareholders, capital or scope change

Post-registration FAQs

Protect the company while it starts operating.

The questions founders ask after the licence arrives but before the company signs, invoices, hires or pays.

What is a China company chop?

A company chop or seal is a controlled authority tool that connects a document or transaction to the Chinese company. Different chops serve different functions, and legal effect depends on the seal, the document, the user's authority and the surrounding facts. It should never be treated as office stationery.

Which chops does a Chinese company normally need?

A standard operating set often includes the official company chop, finance chop and legal-representative chop. An invoice chop may be used for applicable invoicing workflows. Contract, customs and other specialist chops are added only where the company actually needs them.

Does a company chop have to be filed with the police?

Company seals should be made by a qualified engraver through the local public-security seal system. Under the revised national seal-carving rules, the engraver verifies the supporting material and reports the company, applicant, impression and supporting records after carving. Keep the local filing or registration evidence with the company records.

Is a contract valid only if it has the official company chop?

No single formality answers every case. A contract may be concluded through an authorised signature, a company chop, a reliable electronic signature or other evidence of agreement, subject to the transaction and any special legal requirements. For risk control, verify the Chinese legal entity, the person's authority and the seal, and retain the complete final agreement.

Can one person hold every chop and bank device?

That creates a serious control risk. Separate custody from approval and execution: for example, the person holding the finance chop should not also be the only online-banking maker and checker. Use named custodians, approval thresholds, dual control and a numbered usage log.

Should a company ever stamp a blank document?

No. Do not stamp blank paper, an incomplete contract or a detached signature page. The custodian should compare the final approved document, apply the correct chop, record the use and retain a copy of exactly what was sealed.

What should the company do if a chop is lost or stolen?

Secure the remaining chops, licence, bank devices and platform credentials; document the incident and recent usage; obtain corporate authority for replacement; and follow the local invalidation, public-notice, police-report and licensed re-carving process. Requirements differ by city and by whether the chop was lost, stolen or damaged.

What if a former shareholder or legal representative refuses to return the chops?

Preserve evidence of the refusal, confirm the resolutions and registration changes, secure all other credentials and obtain local advice on invalidation and replacement. Many locations allow replacement through documented corporate authority, public notice and licensed re-carving, but an active dispute may also require notices, court relief and evidence preservation.

Is an electronic company seal legally valid in China?

Yes, when it complies with the applicable electronic-seal and reliable-electronic-signature rules. The 2025 national Electronic Seal Management Measures state that a compliant electronic seal has the same legal effect as a physical seal, except where law or regulation excludes electronic use. A pasted scan of a red chop is not the same thing.

Does a digital invoice need a physical invoice chop?

Not necessarily. China's electronic-invoice systems can use electronic signatures and platform verification instead of displaying a physical invoice chop. The finance team should follow the format and validation rules for the invoice being issued rather than copying a red seal image onto the file.

What must a new company complete after receiving the business licence?

Inventory the formation records and seals; confirm electronic tax-bureau access, tax types, accounting and invoice setup; open the corporate bank account and report it for tax where required; arrange payroll, social insurance and housing fund if hiring; and obtain customs, foreign-exchange and sector permits needed by the activity.

When do tax and annual-report obligations begin?

Tax filing can begin before the company earns revenue, including nil returns where required, so confirm the assigned tax types and first filing period immediately. The enterprise annual report for the previous year is submitted through the national publicity system from 1 January to 30 June, starting in the year after incorporation.

Operating-readiness review

Turn the licence into a controlled operating company.

Tell us what has already been completed and when the company needs to sign, invoice, receive capital, pay or hire.

  • Chop, credential and approval register.
  • Tax, invoicing, banking and permit checklist.
  • Monthly, annual and event-driven compliance calendar.

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Reviewed by Mingcheng Yin, Tax and Compliance Manager Last reviewed

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