Reviewed legal insight

Who can sign a Mainland Chinese company contract, and what should you verify?

A signer's role and authority deserve a separate check from the company's identity. Keep the authorisation documents with the agreement you are reviewing.

When a salesperson sends a contract for signature, establish who is entering the agreement and on what authority that person acts. A job title or an email signature leaves important questions unanswered.

Review state
Human reviewed
Last reviewed
Sep 5, 2026
Applies to
MAINLAND_CHINA

Identify the legal representative

Articles 10 and 11 of the Company Law address the company's legal representative: a director or manager acting for the company, appointed under its articles of association, the company's internal governing document. Compare the person's identity with current registration information and the company documents provided.

Distinguish representatives, agents and staff

Civil Code articles 162 and 170 address acts within an agent's authority or an employee's duties. Article 165 specifies the matters, scope and duration to include when an authorisation is in writing. Other provisions address disputed or exceeded authority, including situations where the other party's knowledge matters; a missing authorisation letter alone does not resolve validity.

What to prepare for a contract review

This checklist organises the evidence for a lawyer; it is not a rule that any one document makes a contract binding.

  • Obtain the full agreement, schedules and all signature or seal pages.
  • Record the signer's name and role, the registered entity, and any written authority supplied.
  • Keep communications explaining authority, limits, amendments and any company approval.
  • Identify unusual terms, guarantees or different entities involved so the lawyer can assess the relevant approval requirements.

Information boundary

This article provides general legal information, not legal advice, and does not create a solicitor-client relationship. A lawyer must assess the relevant facts, documents and current law before advising on a particular matter.

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