[Direct answer]It is generally effective. According to Article 490 of the Civil Code of the People's Republic of China, if a contract is concluded in the form of a contract, it shall come into effect when both parties sign, seal, or affix fingerprints; if one party has already performed its main obligations and the other party has accepted them before signing, sealing, or affixing fingerprints, the contract shall also come into effect. A contract concluded in accordance with the law shall come into effect upon its conclusion (Article 502). It can be seen that the stamping is just one of the indicators of the establishment of the contract. If the parties indicate their agreement through actual performance, the contractual relationship shall be protected by law. The exception is that the contract is invalid if its content violates the mandatory provisions of laws and administrative regulations or goes against public order and good customs (Article 153) . Even if the performance is sufficient, it cannot be rectified in this case. For related disputes, please consultLegal services for corporate commercial and contract disputes.

1. Problem background and typical scenarios

Business transactions are fast-paced, and the contract signing process is often compressed. It's quite common for contracts to be executed without being stamped: the parties may first deliver goods or commence construction after agreeing on the terms, while the stamping process is still ongoing; the contract may only bear one party's official stamp, with the other party's representative signing but the company failing to stamp it; orders may be confirmed via WeChat or email and then directly arranged for supply; supplementary agreements may be verbally agreed upon, while the main contract is stamped but the attachments remain unsigned. Once the other party defaults on payment, refuses to accept the goods, or claims that the contract is not valid, the enterprise will face the triple anxiety of "delivering the goods but not getting paid, and uncertainty about whether the contract is legally binding". The outcome of such disputes depends on the determination of the parties' agreement and the evidence of performance, rather than simply whether the stamp is present. The way evidence is organized often has a greater impact on the outcome than the form of the contract itself.

II. Key points of contention

  • The distinction between establishment and effectiveness: Sealing the contract signifies the "establishment" of the contract. After the establishment, the effectiveness of the contract will be reviewed in accordance with Article 143 and other provisions. The absence of sealing does not mean that the contract is not established. The implementation of the supplementary correction rules is precisely to bridge the gap between form and substance.
  • The elements of performance correction: According to Article 490 Paragraph 2, one party must perform its "main obligations" and the other party must "accept" them. Sporadic preparatory acts or acceptance with explicit reservations of objections may not achieve the effect of performance correction. The correspondence between the performance content and the contractual provisions is the focus of review.
  • The equivalence of signing and stamping: Article 490 stipulates that either signing, stamping, or affixing a fingerprint is sufficient to establish a contract; the signature of a legal representative or an authorized agent can also establish a contract. If a legal representative concludes a contract beyond his authority, unless the counterparty knows or should have known about the overstepping of authority, the representative's act is valid (Article 504). In the case of apparent agency, the contract can also be claimed to belong to the company in accordance with Article 172.
  • Exceptions to the defects in performance: Contracts that violate mandatory provisions, violate public order and good customs, or collude maliciously to harm the rights and interests of others (Articles 153, 154) are invalid. Causes of revocation such as fraud, coercion, and major misunderstandings are also not affected by the correction of performance.

III. Professional analysis by Henglue Lawyers

The main line of the court's review of such cases is "whether the agreement was formed and whether the performance was genuine". If one party has delivered the goods, completed the service, or paid the price, and the other party has received, used, or paid without raising objections, even if the contract is not stamped, the court generally concludes that the contract is established and effective, and the parties shall enjoy rights and obligations according to the agreed content. The disputes often focus on the "substantiality" of the performance and the "unreserved" acceptance of the goods. Therefore, delivery notes, acceptance notes, reconciliation statements, and chat records become key evidence. A contract dispute handled by Henglue Lawyers illustrates the bottom line of the contract's effectiveness from the opposite perspective: Mr. and Mrs. Wang signed a so-called "marriage and household registration agreement" with Mr. Li and paid 100,000 yuan according to the agreement; later, due to policy reasons, the household registration could not be completed, so the couple sued to claim that the agreement was invalid. The court ruled that the agreement evaded the household registration policy through false marriage and violated public order and good customs, so it was invalid from the beginning according to Article 152 of the Civil Code of the People's Republic of China, and ordered Mr. Li to return the 100,000 yuan within a specified period according to Article 157. This case shows that actual performance can make up for formal defects such as the lack of a stamp and establish the contract; but contracts that are illegal or violate public order and good customs are still invalid even if the parties sign them voluntarily and the payment has been made. For the recovery of contractual payments and subsequent enforcement, please refer to the relevant provisions.Creditor-debtor relations and enforcement case services.

IV. Practical suggestions and legal basis

At the legal basis level: Article 469 of the Civil Code of the People's Republic of China (effective January 1, 2021) stipulates that contracts may be concluded in written, oral, or other forms. Electronic data that can tangibly present the content contained therein and can be retrieved and used at any time shall be deemed to be in written form; Article 490 establishes the rule that any of the signature, stamp, or fingerprint can constitute the establishment and performance of the contract; Article 502 stipulates that a contract legally established shall take effect upon its establishment; Article 143 stipulates the validity requirements of civil legal acts; Articles 153, 154 stipulate the circumstances of invalidity; Article 157 stipulates the return and compensation after the contract is invalidated; Articles 172 and 504 deal with the validity attribution of the agency and representation links. At the practical advice level: For large-scale or long-term transactions, insist on signing the contract before delivering the goods, and at least require the counterparty's agent to sign and indicate his/her position; For transactions that have been performed without stamping, confirm the order content and request a reconciliation confirmation via email or WeChat as soon as possible; Retain the delivery notes, acceptance records, payment records, and communication records to form a dual evidence chain of agreement and performance; For counterparties who delay stamping and fail to pay, send a reminder letter in time and calculate the three-year statute of limitations (Article 188). For contracts with complex transaction structures, seek legal advice.Special services and other case servicesTeam.

5. Henglue Law Firm's Advice

Not having a stamp does not mean there is no contract, but the cost of providing evidence will be significantly higher. By the time a dispute arises and evidence is pieced together, it is often too late to fix the fact that the other party has "accepted performance". Enterprises should treat signature management as a risk control measure - establish a system for stamp approval and contract filing, and prevent "doing things first and signing later". If it is necessary to perform first, ask the other party to confirm it in writing or through chat records on the same day of performance. At the same time, keep in mind the bottom line of legal effectiveness: even if the contract content is illegal, having all the stamps won't save it. Before signing, basic reviews of the legality of the transaction should be conducted. This case was handled by Beijing Henglu Law Firm.Xue SuhuaAttorney (practice license number: 11101201211769926, subject to the document issued by the judicial administrative organ). If you are currently involved in a dispute over the performance and payment of a contract that has not been stamped, it is recommended that you consult an attorney as soon as possible to evaluate the evidence base for the establishment and effectiveness of the contract.

Q1: The contract has only been stamped by our side, but not by the other party. The goods have been delivered. Can we still get the payment for the goods?

It can be attempted. The failure of the other party to affix a stamp does not necessarily result in the non-formation of a contract: if the parties have reached an agreement on the product name, quantity, and price through methods such as quotation lists, orders, and WeChat confirmations before delivery, and the other party has actually received the goods without raising any objections, they may, in accordance with Article 490, Paragraph 2 of the Civil Code of the People's Republic of China, claim that the contract has been formed by the other party's acceptance of performance. It is necessary to promptly fix the order records, delivery receipts, acceptance slips, reconciliation statements, and chat records of payment reminders; if the other party only defends with the argument of "no stamp" without denying the receipt of the goods and the transaction, the court will generally not support their claim. When necessary, you can first send a reconciliation letter to prompt the other party to confirm the debt in writing.

Q2: If we discuss business and place an order through WeChat chat without signing a written contract, is the contract legally binding?

It's established. According to Article 469 of the Civil Code of the People's Republic of China, parties may enter into a contract in writing, orally, or in other forms. Data messages such as electronic data interchange and e-mail, which can tangibly present the content contained therein and can be retrieved and used at any time, shall be deemed to be in writing; WeChat chat records and electronic orders all fall into this category. As long as the chat content can reflect that the parties have reached an agreement on the subject matter, price, and performance mode, the contract shall be established and binding. It is recommended to save the original carrier (mobile phone) and export the records in full to avoid only leaving screenshots and deleting the records; it is more conducive to providing evidence to have the other party confirm the key points in writing than by voice.

Q3: If the other party stamps the contract with the project department's stamp or the finance department's stamp, is the contract valid?

It depends on the purpose of the seal and the authorization situation. There are many types of company seals, and in practice, it is not strictly required to use the registered official seal. The project department seal is used for project affairs within its authority, and the financial seal is used for financial documents. If the signatory has corresponding authorization or job authority, or constitutes apparent agency (Article 172 of the Civil Code of the People's Republic of China), the contractual effect still belongs to the company. The main risks arise from signing contracts beyond the scope of the seal. Therefore, in addition to checking the seal, it is also necessary to verify the identity of the signatory and the authorization documents. When necessary, it is required to affix the official seal or have the legal representative sign the contract, so as to reduce disputes over the validity at the source.

Q4: What is the difference between a "non-established" contract and an "invalid" contract?

The two are issues at different levels. A contract not being established means that the parties have not reached an agreement on the main terms, such as the offer and acceptance not being completed, the contract not being signed, and there being no circumstances for supplementary performance. The court determines this through factual findings and interpretive rules. A contract being invalid means that although the contract has been established, it is invalid from the outset due to violating the mandatory provisions of laws and administrative regulations, contravening public order and good customs (Article 153) of the Civil Code of the People's Republic of China), or being maliciously colluded to harm the rights and interests of others (Article 154). The legal consequences are different: when a contract is not established, the performance already rendered is handled according to the rules on breach of contract and other rules for restitution; when a contract is invalid, the parties shall return what they have received from each other according to Article 157 and compensate for the losses according to the fault principle. The approaches to claiming rights are different, and the organization of evidence also varies accordingly.

Q5: For debts arising from unstamped contracts, within what timeframe must a lawsuit be filed?

According to Article 188 of the Civil Code of the People's Republic of China, the statute of limitations for bringing a lawsuit to protect civil rights to the people's court is three years, calculated from the date when the right holder knows or should have known that the rights have been infringed and the obligations of the other party. If a payment deadline has been agreed upon, the statute of limitations shall commence from the day after the deadline expires; if no deadline has been agreed upon, the statute of limitations shall commence from the expiration of the grace period or after the reminder. Documents such as account reconciliation, reminder letters, and the other party's promise to repay can interrupt the statute of limitations and restart the calculation. It is necessary to keep the evidence of delivery. When the statute of limitations is approaching, the right holder can interrupt it by sending a letter to assert rights, filing a lawsuit, or applying for arbitration to avoid losing the right due to "sleeping through the deadline".

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