China Law Key Words · Company Formation
Corporate Governance
Keeping control of a China company after formation—legal representative design, chop custody, board/shareholder mechanics, and deadlock prevention.
- Control chops · LR
- Board mechanics
- Deadlock prevention
- Counsel directory
What corporate governance covers
Authority design for FIEs and JVs
Legal representative
Who can bind the company and how to change them safely.
Chop control
Custody, dual control, and misuse responses.
Board & shareholders
Reserved matters, quorums, and information rights.
Deadlock & capture
When a minority or manager holds the company hostage.
Start with these guides
Flagship explainers and practical orientation
Company chops legal effect
Seal authority and control risks every investor should understand.
Read guide →SetupRegistration & governance
How formation choices lock later control.
Read →ParentCompany formation law
National formation orientation.
Open →HubCompany formation hub
Full formation keyword centre.
Open →RelatedCompany registration
Amendments that implement governance changes.
Open →RelatedM&A
Control rights in deal documents.
Open →Governance hygiene for foreign shareholders
If you do not control chops, you do not control the company
- Document chop custody in writing Who holds which seal, where, and dual-approval rules.
- Separate bank authorisers from LR where possible Reduce single-person capture risk.
- Define reserved matters tightly Budgets, guarantees, related-party deals, and IP transfers.
- Schedule information rights Monthly packs beat emergency inspections.
- Plan LR succession Illness, resignation, or hostility should not freeze the company.
- Rehearse emergency responses Lost chops and rogue filings need a playbook.
Related topics & directories
Continue into neighbouring practice areas
Frequently asked questions
Orientation only—not legal advice
Who is more powerful: legal representative or board?
In practice, LR plus chops can bind the company even when internal rules say otherwise. Design both carefully.
Can we keep chops offshore?
Often impractical for operations and banking. Dual control onshore is the usual risk design.
What if a local manager refuses to hand over seals?
This is a classic crisis—need urgent local counsel and a recovery plan, not only emails.
When do we need governance counsel?
JV deadlocks, LR changes, or suspected misuse of authority. Use the corporate governance directory.
Need corporate governance counsel?
Work with verified company lawyers or start with the chops and governance guides.
Directory and legal information only—not legal advice. No attorney–client relationship is formed by using this site. Rules and thresholds change; verify current requirements for your facts and jurisdiction.
Guides & articles
Practical writing from counsel and the portal editorial team on this topic