原标题：Mastering the Chinese Chop System
原作者：DEB WEIDENHAMER
原刊于：New York Times
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Imagine giving away your signature and allowing anyone to use it.
Some American business owners have signature stamps that are shared with a trusted assistant, but that is very different from handing over your signatory authority to everyone in the office.
That’s essentially how China’s chop system works. Documents are rarely ratified in the Western manner with a physical signature. Instead, a printed seal — a chop — is affixed.
Chops date back to 1000 B.C. They have advanced from the dripped-wax seal of the past to modern, preinked stamps, but they still carry the same weight they have for millenniums. A document with a company’s chop affixed is a binding commitment on the company’s legal representative, typically the owner.
When I opened my business in China, it was difficult to find information on the chop system. It’s such a common practice that for natives it needs no explanation. That little stamp grants great power, though. Using a company chop, someone could actually change the stock structure of your Chinese company and allow control of it to be “signed over” to another group or individual.
My first Chinese general manager reminded me of that the day I asked for his resignation. Taking my company chop hostage, he told me: “The controller of the chop is the controller of the company — good luck without it.” (In the end, through a great deal of negotiation, I was able to get my chop back.)
There are different types of chops for different purposes. Here is a rundown on the standard set:
• A company chop is used to sign all legal documents. Possession of the stamp is considered sufficient identification of the person using it to establish the person’s authority to bind the company.
• A contract chop is used by sales representatives when executing a contract with a client. It grants less authority to its keeper than the company chop and is not a required chop.
• A finance chop is used for all transactions with banks, including writing checks or making electronic funds transfers.
• A fapiao chop, also known as the invoice chop, is stamped on all invoices issued by the company. Without the fapiao, customers cannot furnish the document to tax authorities as evidence of a business expense.
• A tax chop is used on all payments and documents given to tax authorities.
• A personal chop is the name chop of the company’s legal representative, and is sometimes used as a signature for letters. This is not a stamp that mimics a physical signature — it simply has the carved-out letters of the representative’s name.
As a part-time resident of China, I have entrusted my chops to two American managers who are permanently stationed at my firm’s Shanghai office. Every time the chops are used, they must log in a spreadsheet the date, the purpose, and the name of the person who did the stamping. Consider how many times you sign your name on an ordinary day in the United States and you will get an idea of how often the chops are used.
The chop system has many inherent security risks, but there is one feature that I really like: the “fan chop” used for multipage documents.
When a document is executed, the company chop is used on the final page. Then all of the document’s pages are fanned out so that just a small section of each is showing. The company chop is affixed across all the pages (see the photo below).
Later, you can check to make sure all of the chop marks line up. It’s a way to be certain that a page was not substituted.
That’s a very important safeguard for me, as someone who does not read Chinese. I have my company’s documents translated into English paragraph by paragraph, with the Chinese appearing in the first paragraph and the English translation following it.
But here is a fun fact about how Chinese courts interpret contracts executed with dual translation: The Chinese supersedes the translated language, and the testimony of a foreigner is not considered credible.
When I set out to get my company’s chops, I ran into a bit of a Catch-22. You need to have a registered Chinese company to get a company chop, but you have to have a chop to sign the documents to register a company. As a consequence, obtaining a chop requires a Chinese lawyer who has a good relationship with a chop maker that can get you a chop before your registration is complete.
The system seems archaic and cumbersome at times, but speaking as someone with 21 characters in my signature, I’ve found a silver lining: Chops may save me from carpal tunnel in the end.
回顾下
“章” 英译为
chop
读一手文字，不看二手观点
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