Study On The Company Seal In Contract Transaction

During the first half of 2018,the issue of "radish seal" has been constantly exposed,and the underlying causes of the heavy losses suffered by the relevant companies have revealed the long-term chaos in the use of corporate seal in contract transactions.The existing research on corporate seals mainly focuses on the internal management of corporate seals,and the present research on the validity of company seals in specific contract transactions is often not in-depth.In view of the various "chaos" in the use of corporate seals in the actual process,the existing studies usually draw lessons from foreign experience and advocate the "signature first" rule.However,the issue of corporate seal has its particularity in China,which is more of a judicial issue than a legislative issue.The research on corporate seal in contract transactions is inseparable from the arrangement and analysis of relevant judicial cases.In addition to the introduction,the text consists of six parts.The first part firstly introduces the main types of corporate seal problems in contract transactions,and introduces the two main aspects of "forged seal problem" and "non-filed seal problem".The second part focuses on the issue of "forging seals".First,it makes clear what is "forged seal" and the relationship between it and non-filed seal.Second,through the collation of relevant cases,to understand the identification of forged seals in the judicial practice;Furthermore,the main opinions on the issue of forged seals in civil disputes are sorted out to clarify the current judicial attitude.The third part mainly focuses on the use of "non-filing seal",which is the most controversial issue in practice.First of all,on the basis of identification of the seal record authority to get accurate understanding of the filed seal;Secondly,clarifying the problems in the judicial procedures and judicial entities of the "non-filing seal" and the specific views of the judicial organs on these problems,on the grounds of sorting out existing judgements.The fourth part discusses the relationship between the corporate seal and the company's declaration of will,and clarifies the general rules to be met during the use of the company seal through the definition of the validity of the corporate seal.The fifth part is the emphasis of this paper.In this part,the author analyzes the existing opinions of judging,points out the problems in the current thinking of judging,and probesinto the particularity of the seal issue in some cases.On the basis of the foregoing,combined with the development of the seal publicity system,the traditional issue of seal review obligation is extended.The sixth part probes into the essence of seal problems in contract transactions and sorts out the extension of seal problems.On this basis,the author gives a response to seal identification problems in the previous part.The seventh part points out that the corporate seal problem in contract transaction is the reflection of the agency cost problem in economics at the legal level.For the corporate seal problem,it should be combined with the specific legal relationship hidden behind,and the seal itself cannot be endowed with excessive legal significance.