China Company Secretarial Services

When incorporating an entity in China, numerous licences, permits, and approvals are obtained from various government departments. Together they form a record of the entity’s operating history and material changes across the company’s lifetime.

Various seals (chops) must be carved and registered with the public security authorities and kept on file. They are central to day-to-day administration and carry significant legal weight in China.

Many foreign investors are unsure how licence and permit files should be maintained, how seals are used correctly, and how they fit into commercial operations in China.

Every company must keep licences, permits, records, and corporate files in order; follow mandatory administrative rules for PRC entities; update materials as the regulatory environment changes; and complete annual reporting or filings where required.

In China, seals often carry greater practical authority than the signature of a natural person. Typical uses include executing contracts, passing resolutions, making payments, issuing cheques, tax filing, and reporting to authorities. Managers and executives should understand their significance. In many situations, only the company seal-not a personal signature alone-will be accepted to authenticate key documents.

To help clients understand how files, permits, licences, approvals, and records are managed in line with PRC requirements, Acadia provides a full company secretarial service package.

The exact stack depends on sector and structure, but many foreign-invested entities will encounter items such as:

The main company seal is typically the most important administrative instrument: it represents the highest level of authority within the legal entity and often outweighs other seals in day-to-day use. When the company seal is affixed to a document, it commonly signifies the entity’s consent to the terms shown, without separate signatures being required in many contexts.

Acadia provides custodial and management services for the safekeeping, controlled use, and circulation of these items to strengthen internal controls. Well-designed chop discipline reduces avoidable disputes and operational risk.

Companies should implement internal controls to prevent misuse of chops and to place clear limits on the legal representative’s authority where appropriate. If a counterparty contracts in good faith believing the chop was properly authorised when it was not, unwinding obligations can be difficult.

There are many examples of foreign investors facing a departing general manager or legal representative who refuses to return the company chop. Shareholders may then need to pursue a lawsuit to recover the chop and seek damages, or make an official filing with the public security authorities to cancel the old seal and apply for a new one. Either route can take months.