Whether the contract is valid without the signature of the legal representative involves whether the natural person who signed the contract has the power of agency to sign the contract on behalf of the company. If a natural person obtains the authorization or ratification of the company to conclude a contract, the contract concluded is valid. Whether the legal representative of the company signs or not does not affect the validity of the contract. Therefore, as long as it has the agency authority to conclude the relevant contract and meets the conditions for the establishment of the contract, the contract will take effect according to law.

Legal analysis

A contract is an agreement between natural persons, legal persons and other organizations with equal subjects to establish, change and terminate the relationship of civil rights and obligations. Signing a contract is a civil legal act and must be the expression of the true meaning of the parties to the contract. The legal representative can sign the contract on behalf of the company, because the rights given to him by the law or the articles of association must be exercised by him personally. If someone wants to sign a contract on behalf of the company, they must be authorized by the company to sign the contract in their own name, not in the name of the legal representative. Therefore, the forged contract signed by the legal representative with others is not the expression of the true meaning of the legal representative, has no legal effect corresponding to the legal representative's exercise of functions and powers, and is not binding on the legal representative and legal person organization. The Contract Law stipulates that if the parties conclude a contract in the form of a contract, the contract is established when both parties sign or seal it. In the case that others forge the signature, neither the legal representative of the forged person nor the other person who forged the signature is a legal party to the contract in law, and cannot meet the conditions stipulated by law for the establishment of the contract between the two parties. Therefore, it is invalid for others to forge the signature of the legal representative. Except that the legal representative ratifies it within the scope permitted by law.

legal ground

People's Republic of China (PRC) Civil Code

Article 57 A legal person is an organization that has the capacity for civil rights and civil conduct, enjoys civil rights and undertakes civil obligations independently according to law.

Article 61 In accordance with the law or the articles of association of a legal person, the person in charge of civil activities on behalf of the legal person is the legal representative of the legal person. The legal consequences of the legal representative's civil activities in the name of a legal person shall be borne by the legal person. The restriction of the legal representative's representation by the articles of association or the functions and powers of the legal person shall not be against the bona fide counterpart.

Article 162 A civil juristic act carried out by an agent in the name of the principal within the scope of his agency authority is effective for the principal.

Article 465 A lawfully formed contract shall be protected by law. A legally established contract is legally binding only on the parties, except as otherwise provided by law.

Article 490 Where the parties conclude a contract in the form of a contract, the contract is formed 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.