[Direct answer]It's valid. According to Article 490 of the Civil Code (effective January 1, 2021), where the parties enter into a contract in the form of a contract document, the contract shall be deemed to have been concluded when all parties have signed, stamped or affixed fingerprints on it. The effect of signing and stamping is equivalent, and the absence of a signature but a stamp does not affect the conclusion of the contract. Even if there is no stamp or signature, if one party has performed its main obligations and the other party has accepted them, the contract shall still be deemed to have been concluded. In the event of a dispute, the party shall assert its rights within the three-year statute of limitations by presenting the original stamped document, performance certificates, and communication records. In a case handled by Henglue Law Firm, the refund application form stamped with the official seal alone was accepted by the court. For more details, please refer to the following link:Legal services for corporate commercial and contract disputesAndBeijing Henglu Law Firm.

I. Problem background and typical scenarios

The transactions between companies largely rely on documents stamped with official seals: account statements, settlement confirmation letters, refund application forms, and supplementary agreements. It is common for such documents to only bear the company's stamp but lack the signatures of the responsible person or legal representative. Once the other party reneges on the agreement, they often deny the validity of the documents on the grounds of "no signature," "unapproved internal use of the seal," or "the responsible person lacked authorization." Some companies even claim that the official seal was forged or privately stamped by others. Such disputes often arise at critical junctures such as settlement of payments, refunds for services, and confirmation of contract terminations. Whether the stamped documents can be recognized as valid contracts or effective confirmations directly determines the outcome of the case and the likelihood of recovering payments.

II. Key points of contention

  • The first point of contention in such cases is whether it is sufficient to choose either signing or stamping, and whether a document signed only with a stamp constitutes a contract or a valid confirmation.
  • Dispute over the authenticity of the official seal: If the other party alleges that the official seal was forged or stamped beyond authority, it involves the allocation of the burden of proof and the application of the rule of ultra vires representation in Article 504 of the Civil Code. If necessary, it is necessary to initiate a seal appraisal.
  • Enhancing the evidence: When the document has neither a signature nor any trace of performance, the party claiming the agreement's existence needs to provide supporting evidence such as payment receipts, communication records, and delivery records to prove the authenticity of the agreement. The subsequent recourse path can be combined with these supporting evidences.Creditor-debtor relations and enforcement case servicesEvaluation.

III. Professional analysis by Henglue Law Firm

Review of the case:On November 18, 2021, Wang Li signed the "Online Information Service Contract" and the "Technical Service Contract" with Company A, agreeing that Company A would provide Wang Li with short video business equipment and technical services. The total contract price was 110,500 yuan, and Wang Li paid a deposit of 50,000 yuan as agreed. During the performance of the contract, the two parties agreed to terminate the contract, and Company A promised to refund part of the payment but failed to do so. Wang Li sued to request the return of the service fee of 34,433 yuan, the attorney's fee of 3,000 yuan, and interest; Company A counter-sued, claiming that Wang Li's failure to pay the balance of 60,500 yuan constituted a breach of contract and demanded a breach of contract penalty of 33,150 yuan. The first-instance court supported Wang Li's claims, but Company A appealed against the judgment.

The focus of the controversy:Firstly, the refund application form is only stamped with the official seal of Company A and lacks the signatures of relevant personnel. Is this sufficient to prove that the refund agreement has been established? Secondly, was the equipment provided by the company or purchased by Wang Li himself? Thirdly, is there any basis for Company A's counterclaim for breach of contract?

Attorney's Strategy and Legal Opinions:Attorney Xue Suhua presented the details of the "Technical Service Contract" in court, which stated that the iPhone 6s and other devices were provided by Company A as part of the project and noted "one-time fees". This directly refuted the claim that the devices were purchased by Wang Li himself. He pointed out that the agreement on "charges for damaged phones" in the refund application form actually confirmed that the ownership of the devices belonged to Company A. He emphasized that the two parties had agreed to terminate the contract through WeChat, and the refund application form stamped by Company A specified the refund amount and basis. Moreover, the form was mailed to Wang Li after being stamped by the company, which should be regarded as the company's acknowledgment of the refund amount. The validity of the stamped document would not be denied just because "there was no signature or approval from the supervisor". The evidence formed a complete closed loop.

The court's reasoning and the outcome of the case:The appellate court determined that the evidence submitted by Henglue Law Firm formed a complete closed loop, which was sufficient to prove the legality of the parties' termination of the contract and refund. A Company's grounds for appeal lacked factual and legal basis, and the judgment dismissed the appeal, upheld the original judgment, that is, A Company shall refund the service fee of 34,433 yuan, pay the attorney's fee of 3,000 yuan and interest, and dismiss all its counterclaims. This case shows that as long as the stamped documents express true intentions and have clear content, they are binding even without signatures.

IV. Practical suggestions and legal basis

At the legal basis level: Article 490 of the Civil Code (effective January 1, 2021) clearly stipulates that signing, stamping, or fingerprinting are all valid methods of establishing a contract, and choosing any one of them suffices. If one party has performed its main obligations and the other party accepts the contract, the contract is deemed established; Article 143 stipulates that a civil legal act is valid if the actor has corresponding civil capacity, the expression of intent is genuine, and it does not violate mandatory provisions or public order and good customs; Article 504 stipulates that if a legal representative or responsible person concludes a contract beyond his/her authority, unless the counterparty knows or should have known about the exceeding of authority, the representative's act is valid. Therefore, "without internal approval" generally cannot be used against a bona fide counterparty; Article 188 stipulates that the statute of limitations for suing in the people's court to protect civil rights is three years. At the practical advice level: When receiving stamped documents, verify whether the stamping corresponds to the content of the document to prevent blank documents from being stamped; retain the original documents, delivery certificates, payment records, and WeChat/email communication records; if the other party questions the authenticity of the official seal, they can apply for judicial appraisal and retrieve the official seal model archived by the public security organ for comparison; for important documents, it is recommended to require both signature and stamping to reduce the cost of disputes.

5. Henglu Law Firm's Reminder

The legal effect of stamping and signing is the same. The real risk lies not in the "lack of a signature", but in the unclear content of the document, the chaotic management of stamping, and the loss of evidence. Enterprises should establish a stamping approval and registration system to prevent blank documents from being stamped. When individuals and enterprises conduct transactions, they should file the stamped documents together with payment receipts and communication records to form a complete chain of evidence before asserting their rights. They should not assume that the document is invalid just because it "lacks a signature". This case was handled by Beijing Henglu Law Firm.Xue SuhuaThe attorney (practice certificate number: 11101201211769926, subject to the certificate issued by the judicial administrative organ) acts as the agent. If you hold only a stamped contract or confirmation document and encounter disputes, it is recommended that you bring the original documents for consultation and evaluation as soon as possible.

Q1: If the contract is only stamped but not signed, can I win the lawsuit?

The key lies in the evidence rather than individual clauses. According to Article 490 of the Civil Code, a contract can be deemed valid if either a signature, a stamp, or a thumbprint is present. If the other party cannot prove that the official stamp was forged or that the person who stamped it lacked the authority to act on behalf of the company, a contract or confirmation document with only a stamp will generally be deemed valid and effective. Whether the litigation will succeed also depends on whether the content of the document is clear and specific (amount, term, obligations), whether the contract has been actually performed or partially performed, and whether the communication records between the parties can verify the existence of a consensus. It is recommended to organize the original documents, payment records, and chat logs to form a chain of evidence before assessing the likelihood of winning the case. If the content of the document is vague and there are no traces of performance, the risk of losing the case is significantly higher. It is advisable to have a lawyer evaluate the case first before deciding whether to sue.

Q2: The other party claims that the official seal is fake. What should I do?

It is possible to apply for a forensic appraisal to compare the disputed seal with the company's seal template in the industrial and commercial registration and public security filing to verify their identity; at the same time, retrieve other transaction documents from both parties to prove that the same seal has been repeatedly used in multiple performance of contracts and the other party has never raised objections. According to Article 504 of the Civil Code, even if it is an unauthorized seal, if the counterparty is in good faith and unaware of it, the representative act is still valid, and the company cannot use internal approval defects to oppose the bona fide counterparty. If the counterparty only defends with the argument of "not having obtained the leader's approval" without evidence of forgery of the official seal, it usually does not affect the validity of the document. Note to keep the receipt method and time record of the documents, such as express delivery bills and signing records, to prove that the documents are authentic in origin and the content is complete without being altered.

Q3: How much does it cost to sue to confirm the validity of a stamped contract?

The main expenses include case acceptance fees, preservation fees, and attorney fees. According to Article 13 of the "Measures for the Payment of Litigation Costs" (effective April 1, 2007), property cases are charged in stages based on the amount of the litigation request. For cases involving amounts up to 10,000 yuan, a fee of 50 yuan per case is charged, and the proportion decreases gradually as the amount of the subject matter increases; for applications for property preservation, the preservation fee is charged based on the amount of the subject matter. Attorney fees are usually negotiated and charged based on the complexity of the case and the stage of representation. It should be noted that unless the contract explicitly stipulates that the attorney fees shall be borne by the breaching party, such fees are generally borne by all parties themselves. Those claiming that the other party should bear the fees shall list them in the litigation request and retain the entrustment contract and payment invoices as evidence.

Q4: How long does it usually take to resolve a stamp contract dispute?

In terms of procedural cycles, cases handled by grassroots courts under the summary procedure are generally concluded within three months from the date of filing, and those under the ordinary procedure are generally concluded within six months. Second-instance appeals are generally concluded within three months. For cases involving the authentication of the authenticity of official seals, the authentication period usually requires an additional one to three months. Regarding the time limit for rights protection, according to Article 188 of the Civil Code, the statute of limitations for requesting protection of civil rights is three years, calculated from the date when the right holder knows or should know that his rights have been infringed and the date when the obligee knows or should know that his obligations have been breached. During this period, actions such as debt collection, account reconciliation, and litigation can legally interrupt the statute of limitations and restart the calculation. It is recommended to file a lawsuit as soon as possible within the statute of limitations and simultaneously evaluate property preservation to prevent the other party from transferring assets, resulting in failure to enforce the judgment after winning the case.

Q5: The contract only has a stamp but no signature. What should I do now?

The process can be divided into four steps: 1. **Collect and secure evidence**: Gather the original stamped documents, delivery receipts, payment records, and WeChat/email communication logs. If necessary, have the originals notarized. 2. **Send a letter of confirmation**: Send a written letter to the other party to prompt a response to the document's content. The other party's confirmation letter or continued payment actions can further validate the legal effect. 3. **Evaluate litigation**: Organize claims based on the establishment requirements and performance obligations of Article 490 of the Civil Code, while simultaneously verifying the statute of limitations and jurisdiction agreements. 4. **Seek precautionary measures**: Immediately apply for property preservation if the other party shows signs of transferring assets. Avoid destroying or altering documents or adding content to the originals, as this may jeopardize the evidentiary advantage.

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