[Direct answer]In the Beijing area, whether the company is responsible depends on whether it constitutes apparent agency. The private stamping of official seals may itself involve criminal charges. Article 171 of the Civil Code of the People's Republic of China stipulates that if the agent does not have the right of agency, exceeds the scope of agency, or performs agency acts after the termination of the agency right, and the principal does not ratify the acts, the acts shall not be effective against the principal. Article 172 stipulates that if the agent does not have the right of agency, exceeds the scope of agency, or still performs agency acts after the termination of the agency right, and the counterparty has reason to believe that the agent has the right of agency, the agency acts shall be effective.

I. Problem Background and Typical Scenarios

The unauthorized engraving of official seals often occurs when employees forge seals for external contract signing, financing, or guarantee purposes. Typical scenarios include: sales personnel forging official seals to sign large-scale contracts with clients; employees stealing or forging contract stamps to borrow money or provide guarantees externally; departing employees continuing to conduct transactions in the company's name with forged seals; counterparties signing contracts without verifying the authenticity of the seals and authorizations; and the company claiming the contracts are invalid after discovery and reporting the case to the police. When courts in Beijing handle such cases, they will review whether the counterparties acted in good faith and fulfilled their obligation of reasonable review, whether the company was at fault in seal and personnel management, and the causal relationship between the unauthorized engraving and the damages. It should be noted that there are often discrepancies in the statements of the parties to the same fact, making the role of original evidence and written documents particularly important. At the same time, the relevant procedural deadlines are usually short, and missing key deadlines may directly affect the realization of rights. It is necessary to prepare and preserve evidence as early as possible. When conducting a specific analysis, it is recommended to take the timeline as the main line and correspond the contracts, vouchers, transaction records, and relevant legal basis one by one, forming a clear processing framework to facilitate the determination of the chronological order and feasibility of various claims.

II. Key points of contention

Firstly, whether the official seal was indeed privately carved or forged, and how to determine its authenticity. Secondly, whether the counterparty acted in good faith and fulfilled its obligation of reasonable review. Thirdly, whether it can constitute apparent agency and make the contract effective against the company. Fourthly, whether there are any faults in the management of the company's seal and their impact on liability. Fifthly, whether the act of forging the seal constitutes a crime and how to hold those responsible accountable. Sixthly, how to allocate the losses after the contract is invalidated or deemed ineffective against the company. Seventhly, whether there are procedural flaws in the actions of administrative authorities or the counterparty. Eighthly, whether the calculation basis and criteria for losses are sufficient and whether corresponding evidence can be provided. Ninthly, whether there are any justifiable grounds for mitigating or exempting liability. In addition, attention should also be paid to whether the form of evidence is legal, whether key facts can corroborate each other, and the differences in cost, time, and feasibility of different handling solutions. On this basis, the priority path to be pursued should be determined.

III. Professional analysis by Henglue Lawyers

The practical experience of Henglue Lawyers is that cases of forging official seals should be handled concurrently along two lines: civil liability and criminal accountability. Firstly, verify the authenticity of the seal. Through seal appraisal and comparing the company's current seal with the seal records, determine whether the seal was forged, and preserve relevant evidence. Secondly, review whether the counterparty acted in good faith: whether the counterparty verified the authenticity of the seal and the authorization, whether the contract content is reasonable, and whether the transaction complies with established practices. If the counterparty has conducted reasonable review and had reasonable grounds to rely on the contract, it may constitute apparent agency, and the company will bear contractual liability. If the counterparty knew or should have known that the official seal was forged, the contract will generally not be enforceable against the company. Thirdly, evaluate the company's management faults: such as chaotic seal storage, unclear authorizations, and inadequate supervision of personnel, which may become factors in determining the company's liability. Therefore, improving the seal use system is an important risk prevention measure. Fourthly, the company may seek civil compensation from employees who forged official seals and report the case to the public security organ to pursue criminal liability. Fifthly, if the contract is deemed invalid against the company, it is necessary to handle the return of the performed parts and compensation for losses. Lawyers can assist in seal appraisal, assess whether apparent agency exists, and simultaneously advance civil and criminal remedies. 恒略律师的实践经验是：对于私刻公章案件，应区分民事效力和刑事追责两条线并行处理。首先，核查印章真伪。通过印章鉴定，核对公司在用的印章与印章使用记录，确定是否存在私刻行为，并保留相关证据。其次，审查相对人是否善意：相对人是否核实了印章与授权、合同内容是否合理、交易是否符合惯例。若相对人已尽合理审查且有理由相信，则可能构成表见代理，公司需承担合同责任；若相对人明知或应知公章系伪造，则合同通常对公司不发生效力。第三，评估公司管理过错：印章保管混乱、授权不明、对人员监督不力等，可能成为认定公司承担责任的因素，因此完善用章制度是重要的风险防范措施。第四，对私刻公章的员工，公司可通过民事追偿要求其赔偿损失，并向公安机关报案追究其刑事责任。第五，若合同被认定对公司无效，还应处理已履行的部分返还与损失赔偿。律师可协助印章鉴定、评估表见代理成立与否，并同时推进民事与刑事救济。
This case is handled by Beijing Henglu Law Firm.Xue SuhuaThe attorney (practice license number: 11101201211769926, subject to the document issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

Action list: First, apply for seal appraisal and keep records of seal use; Second, review whether the counterparty is acting in good faith and fulfilling its obligation of reasonable review; Third, assess whether it constitutes apparent agency; Fourth, improve the system of seal use and personnel management to reduce errors; Fifth, seek compensation from employees who forge seals and report the case to the public security organ; Sixth, handle the return and losses after the contract is invalidated. For issues involving contract validity and commercial disputes, you can refer to the relevant provisions of the Civil Code and other laws and regulations.Business and contract disputes in enterprisesFor those suspected of committing crimes involving forgery of seals, they may refer to the following for reference.Criminal defense and criminal case filingLegal basis: Articles 171 and 172 of the Civil Code of the People's Republic of China (both of which came into effect on January 1, 2021) and Article 280 of the Criminal Law of the People's Republic of China (amended in 2020 and came into effect on March 1, 2021). The specific application shall be subject to the currently effective laws, regulations, and judicial decisions.

5. Henglu Law Firm's Reminder

Firstly, the authenticity identification of seals is the basis for resolving disputes over the private carving of official seals. Secondly, whether the counterparty acted in good faith determines whether the contract is valid for the company. Thirdly, the company's negligence in seal management may increase its own liability. Fourthly, civil compensation and criminal reporting can proceed in parallel. Fifthly, improving the system of using seals is the fundamental way to prevent risks. For disputes involving the private carving of official seals and the validity of contracts, the following measures can be taken:Business and contract disputes in enterprisesThe service receives support, and it involves the intersection of criminal and civil cases, as well as the possibility of combining them with criminal case filingCriminal defense and criminal case filingFor reference, you can refer to the section on loss recovery and enforcement in the contractCreditor's rights and debts, and enforcementColumn.

VI. Frequently Asked Questions

Q1: Who is responsible for the contracts signed by employees using privately-made company stamps?

If the counterparty acts in good faith and reasonably believes that the employee has agency rights, it may constitute apparent agency, and the company will need to bear contractual liability. Subsequently, the company may seek reimbursement from the employee. If the counterparty knows that the official seal is a forgery or has failed to conduct reasonable due diligence, the contract will generally not be effective against the company, and the employee will bear corresponding liability. Specifically, this needs to be determined based on the seal authentication and evidence assessment. The facts and evidence of individual cases vary greatly, and the liability allocation and remedy path need to be comprehensively evaluated based on the contract provisions, the performance facts, and the procedural deadlines. It is recommended to collect and preserve evidence as soon as possible, assert rights on schedule, and promptly fix evidence that may be lost. Specific solutions should be evaluated and determined by professional lawyers after reviewing the materials.

Q2: Is it a crime to illegally engrave a company's official seal?

This may constitute a crime. According to Article 280 of the Criminal Law of the People's Republic of China, anyone who forges the seals of companies, enterprises, institutions, or people's organizations may be held criminally liable. The company can report the case to the public security organ and, at the same time, file a civil lawsuit against the employee to claim compensation for the losses caused by the private stamping of the company's seal. Civil and criminal remedies can be pursued concurrently. Due to the significant differences in the facts and evidence of each case, the determination of liability and remedies should be based on a comprehensive assessment of the contractual provisions, the actual performance of the contract, and the procedural time limits. It is recommended to collect and preserve evidence as soon as possible, assert rights on schedule, and promptly fix evidence that may be lost. Specific solutions should be evaluated and determined by professional lawyers after reviewing the materials.

Q3: Can the company claim that the contract is invalid?

This may not necessarily hold true. If the counterparty acted in good faith and fulfilled its obligation of reasonable review, the court may determine that it constitutes apparent agency, and the contract will be enforceable against the company. Only when the counterparty knew or should have known that the official seal was forged or there was malicious collusion, would the company's claim that the contract is not enforceable against it be more likely to be supported. The facts and evidence of each case vary greatly, and the allocation of responsibilities and remedies need to be comprehensively judged based on the contractual provisions, the actual performance of the contract, and the procedural deadlines. It is recommended to collect and preserve evidence as soon as possible, assert rights on schedule, and fix evidence that may be lost in time. Specific solutions should be evaluated and determined by professional lawyers after reviewing the materials.

Q4: How to prevent employees from illegally making duplicate official stamps?

A strict system for the custody of seals and the approval of seal use should be established, with clear responsibilities for custody and registration of seal use; important contracts should be subject to double review and authorization verification; regularly check the seals in use and the records of seal use; strengthen contract management and the authorization disclosure of external transactions, so as to reduce the risks of private stamping and fraudulent use from a systemic perspective. The facts and evidence of individual cases vary greatly, and the responsibility assumption and remedy path need to be comprehensively judged based on the contract agreement, the performance facts, and the procedural deadlines. It is recommended to collect and preserve evidence as soon as possible, assert rights on schedule, and fix evidence that may be lost in time. Specific solutions should be evaluated and determined by professional lawyers after reviewing the materials.

Q5: Can the losses caused by illegally making and using official stamps be recovered?

After the company assumes external liability, it may claim compensation from the employee who illegally stamped the company's official seal in accordance with the labor contract, internal regulations, or tort liability, and retain evidence of the losses. At the same time, the company may report the case to the public security organ to investigate the employee's criminal responsibility and monitor his/her enforceable assets. If necessary, the company may apply for preservation and enforcement to increase the likelihood of compensation. Due to significant differences in the facts and evidence of each case, the assumption of liability and remedial measures need to be comprehensively evaluated based on the contractual provisions, performance facts, and procedural deadlines. It is recommended to collect and preserve evidence as soon as possible, assert rights on schedule, and promptly fix evidence that may be lost. Specific solutions should be evaluated and determined by professional lawyers after reviewing the materials.

The above answer is based on the judicial practice in Beijing. The adjudicative guidelines in other provinces and cities may vary. For specific cases, please refer to the local rules and evidence situation.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials, so as to avoid missing the statutory time limit. →Business and commercial legal services·Attorney Xue Suhua·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.