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What to Check Before Signing a Contract: Parties, Signing Authority and Company Seals
Short answer: before signing, verify at least four things. The company name on the contract matches the official registration; the signatory is authorised to sign for the company; the contract is a proper document, not just a photo or screenshot; and the key clauses on delivery, acceptance, payment, breach and dispute resolution are clear. Rules on company seals and signing differ by country, so check with official sources first, and for large or cross-border deals, have a local lawyer review the contract.
1. Why a stamped contract still needs checking
Many people assume a stamped contract is safe, but the seal itself can be a problem: the company name may not match the registry, the seal may not be the one the company officially uses, or the signatory may have no authority. Countries also treat seals and signatures differently. In some, the authorised representative's signature is what counts; in others, the company seal carries significant weight as well. In cross-border deals, do not assume the practice you know at home applies.
2. Verify the contracting party
- Check the company's full name and registration number on the contract word for word against the official registry; see How to check if a company is real;
- The contracting entity, invoicing entity and receiving account name should all match;
- If the other side signs as a group, an affiliate or an agent, be clear which company actually carries the obligations.
3. Verify signing authority
- Find out the signatory's role in the company;
- If the signatory cannot explain their role or prove their authority, ask for a written authorisation;
- For important contracts, the authorisation can state its scope and validity period;
- You can confirm the signatory and authorisation through the company's official public contact channels.
4. Check the document itself
- Insist on a formal document; be wary when you only receive images or scans and cannot get an editable or official version;
- For contracts in several languages, agree which version prevails;
- Check every page, and have both sides confirm any changes;
- After signing, each side keeps an original or the agreed official electronic version.
5. Review the key clauses one by one
- Subject: specifications, quantities and quality standards of the goods or services;
- Delivery: timing, place, transport and transfer of risk;
- Acceptance: how and when goods are inspected, and what happens with non-conforming goods;
- Payment: amount, currency and payment milestones tied to delivery;
- Breach: liability for delay, quality problems and unilateral termination;
- Disputes: governing law, jurisdiction or arbitration;
- Confidentiality and IP: especially important for formulas, designs and customer data.
The same applies to export orders: confirm specifications, quantities, lead times and acceptance criteria in writing. Import/export licences and product certification vary by country and product, so check with official sources first, and start new customers with a small trial order.
6. Watch for pressure at signing
"Sign today", "last slot", "these are standard terms, no need to read them" are common pressure lines. If the other side gives you no time to read, does not want you to consult anyone, becomes impatient when you mention checking, or suddenly sweetens the deal, slow down. Give yourself a cooling-off period before important contracts and have a local lawyer review them.
7. After signing
Signing is only the start. If during performance the other side asks to change the receiving account, change the delivery location or add fees, confirm it in writing and call back through the original contact channel. Keep supplements, amendments and correspondence in one file, so there is a record if a disagreement arises.
8. Pre-signing checklist
- Company name and registration number match the official registry;
- Contracting entity, invoicing entity and account name match;
- Signatory's role and authority are verified, with written authorisation where needed;
- The contract is a formal document; language versions and precedence are agreed;
- Delivery, acceptance, payment, breach and dispute clauses are clear;
- Payments are tied to delivery; nothing is paid in full upfront;
- Local requirements on seals and signing are checked with official sources or a lawyer;
- Large contracts have been reviewed by a local lawyer;
- I took time to think before signing.
Related reading
- How to verify a business partner before you commit
- How to check if a company is real
- Deposits, sample fees and fake orders
- How to find investors and partners
Related short videos
▶ Chashe short video (in Chinese), “Is a stamped contract reliable? Check before you sign”: watch on the Chashe YouTube channel
▶ Chashe short video (in Chinese): “Before taking an export order, don't skip these 5 steps”
▶ Chashe short video (in Chinese), “"Decide today or lose it"? Good deals can wait a day”: watch on the Chashe YouTube channel
Closing
Contracts and seals need checking too. Matching registry details, confirming authority and writing clear terms are the basics before signing. If you need a local lawyer, translator or contract reviewer, post a project at Chashe; contacts are shared only when both sides agree. Have a need? Come to Chashe. Have resources? Come and connect. Join the Chashe group
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