As far as the parties are concerned, they are nothing more than natural persons, legal persons and other organizations. When a natural person concludes a contract, the natural person who concludes the contract generally has to sign or seal it; When a legal person or other organization concludes a contract, it is generally signed by the legal representative of the legal person or the person in charge of other organizations or stamped with the official seal of the unit. What chapter should be stamped by legal persons and other organizations is not clearly defined in China's Civil Code. In reality, there are many kinds of official seals of legal persons and other organizations, including special seals for contracts, special seals for finance, administrative seals and official seals of various departments. Generally speaking, both the special contract seal and the administrative seal can be used as the contract seal. As for the effectiveness of the special financial seal and the official seal of each department, it depends on the specific situation. If only financial issues such as debt amount (inter-enterprise statement) are proved, then the financial seal is also valid.

Article 490 of the General Principles of the Civil Law When concluding a contract, if the parties conclude the contract in the form of a contract, the contract shall be established when the parties sign, seal or fingerprint it. Before signing, sealing or fingerprinting, one party has fulfilled its main obligations, and the contract is established when the other party accepts it.

A contract shall be concluded in written form as stipulated by laws, administrative regulations or agreed by the parties. If the parties do not do this in writing, but one party has fulfilled its main obligations and the other party accepts it, the contract is established.

Signature or seal is a selective relationship, that is, signature, seal or both can be used at the same time. These three situations have the same significance for the establishment of the contract. When actually signing a contract, people often attach importance to the function and significance of stamping, and some even think that stamping is more important than signing, which is actually a misunderstanding. The use of the seal (namely, the seal) is equal to the signature of the seal owner (namely, the name of the seal), and the effectiveness of the seal is equal to the effectiveness of the signature. The reason why the seal has the function of proof is that the seal can replace, can repeatedly replace the signature, and sometimes has the function of saving labor. Because the seal is easy to be forged, the nominal owner of the seal (that is, the owner of the seal with a name on it) is easy to be separated from the actual controller, so the probative force of the seal is essentially lower than that of the signature. More attention should be paid to signature in trading activities, because the certainty of the relationship between signature and signer is far greater than that between seal and signer. As long as the other party signs in person, the validity and probative force of his signature can be guaranteed to a considerable extent.

According to Article 16 of the Regulations on the Administration of Registration of Enterprise Legal Persons in People's Republic of China (PRC), "an enterprise legal person can engrave its official seal, open a bank account, sign a contract and carry out business activities with its Business License for Enterprise Legal Persons." The words "official seal" appeared here. The actual situation in China is that after obtaining the business license, an enterprise as a legal person can engrave three official seals and put them on record in the industrial and commercial bureau: official seal, special seal for contract and special seal for finance. Generally speaking, these corporate seals represent all or one aspect of the enterprise's will, and they all have legal effect, but their general uses are different. Official seals are mostly used but not for money-related businesses such as banks. The contract seal is used to sign business contracts, and other contracts use official seals, which can also sign business contracts.

Difference and connection between official seal and special seal for contract

(A) the difference

The official seal is the most effective of all seals and a symbol of legal person's rights. Unless there are special provisions in the law (such as stamping invoices), the official seal can represent the will of legal persons and sign contracts and other legal documents with high legal effect. All letters, official documents, contracts, letters of introduction, certificates or other company materials issued in the name of the company can use the official seal.

Special seal for contract, which is used by the unit when signing the contract, can represent the unit within the scope of signing and bear the rights and obligations arising therefrom; In practical work, the official seal can be used instead of the special seal for the contract.

(2) Contact information

As for the effectiveness of the contract seal and the official seal, they are actually the same in the use process and judicial practice, and have the same legal effect as contracts and agreements. If an individual borrows a business letter of introduction, a special seal for a contract or a blank contract stamped with an official seal from a unit, signs an economic contract in the name of the lending unit, defrauds the property for personal possession, use, disposal or other criminal activities, thus causing economic losses to the other party, which constitutes a crime, in addition to investigating the criminal responsibility of the borrower according to law, the unit that lends the business letter of introduction, a special seal for a contract or a blank contract stamped with an official seal shall be liable for compensation according to law. Therefore, the special seal and official seal of a legal person contract are valid when the contract is signed, and the official seal does not affect the validity of the contract.

Of course, due to the need of internal management, some enterprises stipulate that only the special seal of the contract is used when concluding business contracts, which also exists in daily life, but this does not affect the legal effect of the official seal of the enterprise in the other party's communication.