The morning of May 27, 2009, one of my friends call me on my mobile phone 18321864965 asked: our company in a vegetable price 44967 yuan, the other requirements of our boss an IOU, the boss refused to play. I can't escape as a company financial personnel, had to hit the IOUs, its content is: "IOU (title), now in 2008 December vegetable price forty-four thousand nine hundred and sixty-seven yuan (44967)," the company's official seal, there is my signature, time is "09.3.12". The boss said now the IOUs to my personal responsibility, ask my boss this statement correct?

   Answer: first, I think you put forward is effect the official seal of the company law. "The people's Republic of China enterprise legal person registration regulations" sixteenth article: "enterprise legal person business units applying for registration, registration authority, a" business license "enterprise legal person, enterprise is founded. Corporate credentials "business license of enterprise legal person" can be engraved seals, open a bank account, the signing of the contract, conduct business activities." This shows, the corporate seal, the seal is representative of corporate behavior and have the force of law; judge in civil activities is established important symbol and the effect is represented in the process; legal relationship with the outside world in the enterprise will. Provisions of the Supreme People's Court on some issues involving suspected economic crimes in the trial of cases of economic disputes (in April 9, 1998, the Supreme People's court, the 974th meeting of the Judicial Committee Act release (1998) No. 7) fourth article: "personal loan business letter of introduction, dedicated seal contract or stamped with the seal of the blank contract, the economic contract is signed to lend the unit name, diddle property for personal possession, use, disposal or other crimes, other economic losses caused to constitute a crime, shall be investigated for use in the criminal responsibility according to law, lending business letter of introduction, dedicated seal contract or stamped with the seal of the blank contract unit, shall bear the liability for compensation according to law. However, there is evidence that the signing of the contract the other party is the borrowing behavior, still with the signing of contract except." It also illustrates the effectiveness of the official seal of the.

   Second, in view of the fact that you play ious affixed with the official seal of the company, your only company staff, you hit IOUS is the implementation of the act of duty, the legal consequences of the ious produced shall be borne by your company, your boss to your personal responsibility, there is no legal basis.

   Third, in order to further illustrate the problems you encounter, I chose Zhejiang Zeda law firm lawyers Luo Yun, Xia Yu "on the seal of the enterprise legal effect" of a text, and Beijing Zhongce firm Liang Qiang lawyers "the official seal of the company legal effect" case, for your reference.

The legal validity of corporate seal

Zhejiang Zeda law firm Luo Yun, Xia Yu

The unit subject, including the company, legal entity and the illegal units, in the foreign exchanges cannot do without the seal. Can say, in the process of legal relationship with the outside world, seal plays a representative unit will function in the form of. In daily communication, or the courts to dispute judgment, according to stamp validity of relevant documents and to determine the rights and obligations of the home has become a common sense. But each unit is equipped with more than one seal, such as enterprise legal person often has official seal, legal chapter, dedicated seal, financial dedicated seal, contract invoices dedicated seal etc.. Company seal represents the company all or certain aspects of the will, the incorrect use may bring huge losses to the enterprise. In fact, the author in the process of practice also contacted a lot of misuse of seal. Therefore, the author hope to do a simple exposition.

According to "the people's Republic of China enterprise legal person registration regulations" sixteenth article: "enterprise legal person business units applying for registration, registration authority, a" business license "enterprise legal person, enterprise is founded. Corporate credentials "business license of enterprise legal person" can be engraved seals, open a bank account, the signing of the contract, conduct business activities." Here, the emergence of the "seal". The domestic actual situation, an enterprise legal person received a business license, you can make three gold seals and record in the Bureau of industry and Commerce: dedicated seal seal, contract and financial dedicated seal. In general, the three seal seal is representative of corporate behavior, have the force of law. Unfortunately, until now still did not have a law to regulate and adjust the corporate seal. According to the business scope of enterprises, some enterprises may also need to make customs declaration dedicated seal, the chapter to the Customs for the record.

Seal has the highest validity in all the seal, is a symbol of legal rights, in the current legislative and judicial practice, to examine whether the corporate seal cover has become an important standard to judge whether the establishment and validity of civil activities. With the exception of the law has special provisions (such as invoice seal), can seal on behalf of the legal person will, sign contracts and other legal documents, legal effect is high, every letter, issued in the name of the company documents, contracts, letters of introduction, certificate or other companies are using the seal material. It is based on the above reasons, the seal must be the person safekeeping, official use should also be cautious, should be in after a comprehensive review on the use of the object and the right after the approval of the use of personnel. In reality, because of the abuse of official brought great losses to the enterprise the case number.

Legal chapter uses in limited use within the set, such as the tax declaration. Check etc.. Use dedicated seal for the unit of financial accounting and bank settlement. Dedicated seal, invoice as the name suggests, is a unit used for invoicing.

Dedicated seal the contract, use the unit signed a contract, can represent the units in the contract scope, units need to bear the resulting rights and obligations; the seal can be used instead of dedicated seal contract.

In view of the seal has its unique role, when in use should be distinguished, so as not to cause unnecessary trouble, such as the use of dedicated seal financial dedicated seal or invoice signed a contract for the sale of its validity questions. The abuse of seal such as random chop may enable the company to undertake corresponding obligations, causing unnecessary losses, there was actually the cover seal blank contract damage the interests of the unit case.

Of course, also is not to say that all the seals use is limited to the scope of the provisions, the author thinks that, if you can provide circumstantial evidence contract unit voluntarily, even if the use of substandard chapter such as financial dedicated seal can also form of contract and other legal acts. In addition, personal signature as the signature of the legal representative may also represent the will of the unit to a certain extent. But in any case, careful use of the seal of the unit is the fundamental way to reduce disputes and losses.

As for the enterprises themselves by other business chapter, such as material import library dedicated seal, dedicated seal, archives bidding business dedicated seal, tender dedicated seal and so on, there are enterprises subordinate functional departments at all levels, grass-roots unit of the official seal and so on, which is mainly used in the enterprise, or between enterprise, subordinate to the business department, in general, not in the enterprise's external use. The official internal chapter is only the confirmation of the facts. If dedicated seal archives cover in the contract signed, do not have the legal effect of the contract.

Along with the progress of the society, the development of the network, "electronic signature law" of the people's Republic of China was promulgated, the provisions of article third of which: "civil activities in the contract or other documents, documents and other instruments, the parties may agree to use or not to use electronic signature, electronic data. The parties agreed to use electronic signature, electronic data of the instrument, not only because it takes the form of data message, electronic signature and deny its legal effect."

This law declared in the market economic activities in the legal effect of electronic signature, mark that corporate legal status and qualification is a new breakthrough. This will provide the future electronic tendering and bidding activities such as online bidding activities, open up a wide application of new, model.

The legal effect of the official seal of the company

Earth nail company Wang individual run of excavation and transportation company, in 2004 July, his friend Liu Wang said, he can introduce a state-owned Real Estate Company (hereinafter referred to as "B company") after the big project to do this, Wang Mou, both sides according to the percentage. Wang believes Liu, only oral agreement according to the proportion of 5:1 into the future, did not write any written agreement, the company official seal, contract seal, the legal representative of the seal to Liu to sign a contract. Liu to a company agent's identity and B company signed a contract, successfully obtained a total of 3360000 projects, Wang also promised to the completion of the project. In the process of construction, has been the contact Liu responsible and company B, Liu from company B took the money in cash, in succession to Wang project funds 1660000 yuan, but Wang should Liu requirements, to B company issued a total 3360000 yuan of invoice. From the beginning to the end, Liu gave Wang a copy of the contract, the original has been kept by themselves. After the construction, Wang and Liu for the distribution of profits generated controversy, after numerous consultations, no consensus.

In 2005 June, Wang Liu to court, asked Liu to pay the remaining 1140000 yuan project unpaid, Liu in the court with a cover with a company chop and Wang personal stamp "agreement", "agreement" the two sides agreed to by the ratio of 5:5 into, this is down, Liu also sent 20000 yuan does not pay wang. Wang court to the court said the agreement was forged, and put forward this protocol seal identification application, after identification, the seal is true (Liu Mouceng away with a company seal). In this case the final decision Liu Wang unpaid project funds 20000 yuan, but Wang's remaining 1120000 works, unable to recover.

The legal relationship between the parties in this case is not complicated, the key is the proof of the problem. The only language of the law is only evidence, evidence is convincing, there is no evidence to support that, in the law is deemed not to exist, this is one of the basic principles of proof rules. In this case, although Wang court statement is true, but because it cannot prove to the court a written evidence, cannot provide effective witness's testimony, indirect evidence, cannot prove their claims, and therefore can not be recognized by the court. On the contrary, Liu although forged the agreement of the parties, but because the cover a company chop and Wang's personal seal are true, provide the corresponding rebuttal in Wang is not to overthrow the Liu advocated a case, the court must recognized Liu claims.

The above case, for many enterprises, especially small and medium-sized enterprises, is of great significance, mainly in the following areas:

1, the company and the actual controller (shareholders or legal representative) in the law is the two entities independent of each other, in actual operation should not be confused, don't think that the actual controller is the company, disposal company property.

The operation of the 2, companies must do everything There is abundant evidence., the sign written agreement must be signed, in order to avoid future disputes after say not clear. Regardless of the actual controller and the dealing party personal feelings, not only personal credit guarantee in major trading, as the saying goes, "dear brothers, Ming accounts", say is the truth.

3, the official seal of the company on behalf of the company decisions, once the official seal, has agreed to the legal effect. The company seal must not be arbitrarily handed over to others to use, in this case because Liu Mou with a company seal in forging agreement on the seal, which leads to a lawsuit.

4, in the process of operation, the best professional legal service professionals to provide legal advice, pre law turn than the law relief is more important. The case if signing stage in the contract is a lawyer in the case, huge losses will not produce the late 1120000.  

 Beijing Zhongce firm Liang Qiang lawyers   2007-10-10

                 (the writer QQ594241989 Bo Wen, 1762818809)