[Direct answer]It is established. According to Article 490 of the Civil Code, if a contract is concluded in the form of a contract, the contract shall be established when both parties sign, stamp or affix fingerprints on it. The relationship between signing and stamping is "or", and either of them meets the formal requirements. If the company stamps with the official seal or the contract seal, but the legal representative or the agent does not sign, the contract is still established. However, there are several exceptions to note: if it is agreed that "the contract shall take effect upon signing and stamping", it shall be in accordance with the agreement; if the stamp is proven to be forged, privately carved, or used without authorization, the effectiveness of the contract will be overturned; if the party that has not stamped has actually performed and the other party has accepted it, the contract is still established.

I. Problem Background and Typical Scenarios

After the contract is sent to the other company for stamping and then returned, the signature column of the legal representative is left blank. In the event of a dispute, one party may argue that "the contract is not effective because it was not signed", while the other party may claim that the stamping represents the company's intention. The dispute over the legal effect of stamping and signing essentially concerns who should vouch for the company's intention. The rules are actually quite clear, but disputes over authenticity and authority complicate the case.

II. Key points of contention

First, the parallel relationship between signing, stamping, and fingerprinting. Second, the priority application of the agreed upon conditions for the contract to take effect. Third, the review of the authenticity of the stamp and its usage rights. Fourth, the actual performance to rectify the establishment of the contract.

III. Professional analysis by Henglue Lawyers

The first layer is the framework of formal requirements: Article 490 of the Civil Code explicitly states that signing, stamping, and fingerprinting are parallel methods, and the contract is established once any of them is completed. Signature is more common for natural persons, while stamping is the norm for companies—either the company's official stamp or contract-specific stamp can be used, though the legality of financial stamps and departmental stamps is debated. Therefore, a contract with "only a stamp but no signature" is generally valid unless otherwise stipulated by law or agreed upon by the parties. The second layer is the priority of contractual conditions: If the contract stipulates that "this contract shall take effect upon signature and stamping by both parties," signature and stamping become mandatory conditions for effectiveness, and failure to meet either requirement renders the contract ineffective. However, ineffectiveness does not mean parties can freely renege on their obligations. If one party facilitates the fulfillment of conditions or maliciously obstructs them, the court may apply the principle of balancing interests under Article 159 of the Civil Code. In practice, it is advisable to specify in the effectiveness clause whether it applies to "signature and stamping" or "signature or stamping" to avoid disputes over interpretation later. The third layer addresses stamp disputes: Common defenses against stamp validity include stamp forgery, misuse of stamps, and unauthorized stamping by agents. Countermeasures include comparing archived stamps with actual ones, verifying the agent's official status (through labor contracts, business cards, and email signatures), and reviewing previous transactions involving the same stamp. In practice, courts may also deem a long-term use of unregistered stamps effective based on appearance principles, with specific determinations subject to current laws and judicial rulings. The fourth layer emphasizes the remedial function of performance: Article 490(2) stipulates that if a party has performed its main obligations and the other party accepts them before signature/stamping, the contract is established. Evidence of performance such as delivery receipts, payment records, and invoices can revive "formally flawed" contracts. This case handled by Attorney Xue Suhua's team at Henglue Law Firm illustrates the decisive role of evidence chains: The team constructed a complete evidence chain through contract texts, transfer records, phone recordings, and related mediation documents, successfully invalidating the contract and recovering 100,000 yuan in the defendant's absence. In contract disputes, formal requirements are just the first hurdle; the integrity of evidence chains ultimately determines the outcome. This case was handled by Beijing Henglue Law Firm.Xue SuhuaThe attorney (practice certificate number: 11101201211769926, subject to the certificate issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

The first step is to verify the consistency of the seal type with the filing requirements when signing the contract, and require the contract to be stamped with the official seal or the special contract seal. The second step is to confirm the requirements for signing and stamping the effective clauses word by word to avoid ambiguous expressions. The third step is to retain the identity of the agent and the authorization documents to prevent the defense of unauthorized agency. The fourth step is to prioritize preserving the performance vouchers and the seal usage records when disputes arise. The main legal basis: Articles 159, Article 490, and Article 502 of the Civil Code of the People's Republic of China; the specific application shall be subject to the currently effective provisions.

5. Henglue Law Firm's Advice

There are three key points regarding the legal effect of a stamp: signing, stamping, and fingerprinting are all equivalent; if only the stamp is affixed, the contract will still be valid; if it is agreed that both signing and stamping are required, the agreement must be followed. If either is missing, the contract will not take effect. The authenticity of the stamp depends on the comparison with the official records and the usage history. Evidence of performance can make up for formal defects. For disputes involving contract validity and stamp authenticity, you can seek legal assistance through the following channels:Business and contract disputes in enterprisesThe service provides a comprehensive solution, which can be used as a reference for the construction of internal control systems for enterprises using official sealsIntellectual property protection and corporate lawThe plate, involving the execution of fund refunds, can be combined with other measures.Creditor's rights and debts, and enforcementFor those interested in the criminal clues related to stamp forgery, you can check out the relevant column for more informationCriminal defenseThe team's experience can be consulted for difficult casesSpecial servicesTeam.

VI. Frequently Asked Questions

Q1: Can I win a lawsuit even if the contract only has a stamp on it?

If the seal is genuine and there are no agreed-upon conditions for its effectiveness, the chances of the contract being established and taking effect are higher; if the authenticity of the seal or its authority is in dispute, the outcome will depend on the chain of evidence.

Q2: What evidence do I need to prepare?

The original contract, the record of stamp registration, the position and authorization materials of the person in charge, the historical use records of the stamp, and the performance vouchers (receipt forms and payment records).

Q3: How much does it cost to litigate a contract dispute?

The litigation fees shall be charged according to the subject matter of the dispute, and the stamp appraisal fees shall be charged separately. For disputes over the validity of clear facts, the cost of mediation is low, so it is advisable to conduct consultations first.

Q4: How long does the processing procedure take?

The pre-litigation consultation usually takes a few weeks; the first-instance litigation usually takes several months, involving stamp appraisal and a corresponding extension of the appeal period.

Q5: What's the first step to take if the other party uses the unsigned contract as an excuse?

Check the effective provisions of the agreement, organize the evidence of stamping and performance to form a closed loop, and then decide on the path of litigation or settlement.

The above content is based on the judicial practice in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglue Law Firm for specific cases.

If you are currently 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.Corporate commercial legal services·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.