Practical Answer — China OEM & Manufacturing Agreements

Who Should Sign Your China OEM or Manufacturing Agreement?

By Peter Lin, Founder, China IP Gateway · July 2026

This page is informational guidance, not formal legal advice. It is intended to help you understand your options and identify practical next steps.

In short

The question is not only who the salesperson is. Before signing an OEM or manufacturing agreement, the buyer must confirm which Chinese legal entity is actually bound by the agreement, who receives payment, who issues invoices, who receives product files, and whether the signatory has authority to commit the company. Mismatched entities across these roles create fragmented legal positions that are difficult to enforce.

Why the legal entity is the starting point

In China, a manufacturing agreement is only as enforceable as its parties. A contract signed with "a company," when the actual manufacturing is done by a different entity, creates a gap between your written rights and your practical position. The legal entity matters because:

Contractual obligations

Only the named entity is bound by quality, delivery, and IP terms

Payment accountability

The entity receiving money should match the entity with production obligations

IP ownership claims

The entity with your files and tooling can claim rights only if it is also the contract party

Enforcement target

Any dispute must be brought against the correct legal entity — trading companies and factories are different

Salesperson name vs the company name

A common situation: you deal with a sales contact who speaks English, handles communication, and may even sign documents. But this person may not have authority to bind the Chinese legal entity to the agreement. To confirm the company is actually bound, the agreement should:

Name the company's full registered Chinese legal name (not a trade name or brand name)

Identify the legal representative or an authorised signatory

Bear the company's official seal (公司公章) on the execution page

Match the entity identified in the company's business license

Contract party, payment recipient, invoice issuer, and file recipient

Before signing a manufacturing or OEM agreement, confirm that these four parties are aligned:

Role	What to confirm	Risk if mismatched
Contract party	Registered Chinese legal entity name and seal	Agreement may be unenforceable or bind the wrong company
Payment recipient	Bank account matches the contract entity name	Payment fraud risk; money may go to agent not factory
Invoice issuer	Invoice name matches the contract entity	Tax and accounting issues; unclear who the supplier of record is
File recipient	Who receives CAD, samples, brand files, and packaging	Files may be with an entity outside your contractual relationship

Trading company signing vs factory signing

A manufacturing or OEM agreement signed only with a trading company creates a specific structural risk: the trading company is your contract partner, but the factory is the one with your product files, tooling, and manufacturing capability. This means:

The factory has no direct obligation to you — only to the trading company

Quality, IP, tooling, and subcontracting terms may not reach the entity actually manufacturing your product

If the trading company closes, changes, or becomes uncooperative, your contractual path to the factory is indirect

Tooling paid through the trading company may be in the trading company's name, not yours

What to check before signing

Business license (营业执照) — confirm full registered name

Registration number and registered address

Legal representative name matches signatory or POA exists

Company seal on execution page

Bank account holder name matches contract entity

Invoice name matches contract entity

Whether entity is factory, trading company, or intermediary

Whether a separate factory agreement is needed alongside a trading company agreement

How China IP Gateway can help

China IP Gateway can help overseas product companies review whether the contract party, payment recipient, invoice issuer, and file recipient are correctly aligned before signing an OEM or manufacturing agreement — and identify whether the signing entity is the correct Chinese legal entity or whether the structure needs to be adjusted. A Supplier Control Review covers entity verification alongside IP, tooling, and disclosure-control issues.

Outcomes depend on the facts, documents, and supplier situation. No result is guaranteed.

Frequently Asked Questions

Does it matter if the salesperson signs the manufacturing agreement instead of the company?

Yes. An agreement signed only by a sales contact without proper authority or company seal may not be binding on the Chinese legal entity. The agreement should be signed by an authorised representative and bear the official company seal of the entity that will actually manufacture, receive payment, and hold the manufacturing relationship.

What if my supplier is a trading company but the factory is different?

This is a common structural issue. If you are contracting with a trading company but the manufacturing is done by a different entity, your contract and your production relationship may not match. The legal entity responsible for quality, tooling, product files, and payment obligations should be the entity that signs the agreement — or the agreement should clearly address both entities' roles.

Why does the company seal matter in a China manufacturing agreement?

In Chinese business practice, the official company seal (公司公章) on a contract is significant evidence that the company has agreed to be bound. An agreement bearing only a personal signature without the company seal can be harder to enforce and easier to disavow. The seal should belong to the contracting entity identified in the agreement header.

How do I verify which Chinese legal entity I am actually dealing with?

You can verify by requesting the supplier's business license (营业执照) directly, then cross-checking the registered name, registration number, and legal representative against China's public registry systems. The entity on the business license should match the entity named in the contract, the entity receiving payments, and the entity issuing invoices.

What if my contract, payment, and files go to different entities?

This is a common but significant risk. If you contract with one entity, pay another, and your files go to a third, your legal position for each of these obligations is fragmented across different parties. Aligning the contract party, payment recipient, and file recipient to the same correct Chinese legal entity is a basic step before signing any manufacturing agreement.

Written by

Peter Lin

Founder & China Supplier Control Lead, China IP Gateway

Peter Lin works with overseas product companies on OEM and manufacturing agreement structure, Chinese legal entity verification, and supplier-control review before production engagement.

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