Study On Legal Matters About Company Chops Management In China

Company chops play a very important role in the market economy activities in China, since company chops are the method to express the company's business intent and the certificate of the company's credibility and integrity. The improper management of company chops will bring a lot of legal risks to the company. However, China Company Law and the other related laws have not paid enough attention to this point and there are a lot of legislative vacuum about the management of company chops. In the meanwhile, the importance of company chops management has been ignored in practice by companies and few companies have made detailed provisions in their article of association or any internal rules and regulations about their company chops management. Therefore, there are more and more disputes related to company chops. Due to the lack of laws and regulations, there is no unified standard to prevent or dispose such disputes. So it is quite necessary to improve and perfect our legal system about company chops management.This thesis's main body consists of five parts. In chapter one, it begins with some typical cases which reflect the issues, then analyzes company chops management status in practice and legal status, and describes the source, species and basic functions of company chops. In chapter two, from company chops'symbol validity and apparent validity, it analyzes company chops'legal nature and legal validity, and mostly analyzes the legal relationship between company chops and the signatures of company representatives. In chapter three, it solves the issue of company chops'custody right. It begins from a typical case to reflect the different opinions in practice about company chops'custidy right and analyzes the values of business safety and transaction efficiency about company chops'custidy right. In chapter four, it explains legal remedy methods to the misappropriation of company chops, including the right to proceed, the solutions to litigation barrier, the emergency protection in litigation process and the strengthen of legal obligation . In chapter five, it puts forward to study the advance experience of foreign legislations and proposes to improve our legal system about company chops management from China legislation and company internal system of administration.This thesis especially focuses on the issues of the custody right of company chops and legal remedy to company chops'misappropriation. The clarification of company chops'custody right is the precondition to solve the company chops related disputes and to improve our legal system of company chops management. In order to balance the business safety and transaction efficiency, it is necessary to set up a company chop management system with a specific organ, and make clear and detailed provisions in the article of association. In case the custody right of company chops is not clear, we should apply the policy that the legal representative is deemed to own custody right of company chops, which is benefit to the business safety. The company certainly has right to sue for the company chops'misappropriation. However, in case there is litigation barrier for the company to institute legal proceeding, the solutions, such as the administrative authority providing identification of the company and shareholders or supervisors suing on behalf of the company with some legal requirements, will help to prevent the company's lawful rights and interests. The emergency protection of company chops in litigation process is too important to ignore. The application of temporary injunction will be benefit to avoid or reduce the damages caused by company chops'misappropriation. Besides, to strengthen legal obligation of company chop management, such as to establish punitive obligations and legal obligations for prosecution rejection or misuse, will have deterrent function to company chops management.