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CCPIT Authentication of Sales Contracts

1. What contract certification does

CCPIT certifies that a contract presented is a genuine document executed by the parties identified in it.

The certification attaches to the contract and confirms that CCPIT has verified the parties’ existence and, where applicable, the signatures.

2. When it is needed

Three settings.

A foreign party requires a certified contract as part of a registration, a tender or a financing arrangement.

A foreign court or arbitration body requires the contract in certified form, with apostille or legalization.

A letter of credit or a bank requires certification of the underlying commercial contract.

3. The signature question

CCPIT certification can confirm the company’s existence and that the document was presented by the company.

It cannot confirm that the person who signed had the authority to sign, unless that is separately documented.

Where the foreign party needs assurance about the signatory’s authority, a board resolution is the document to provide, and it should be certified separately.

4. The content question

Certification confirms the document’s authenticity, not its commercial adequacy.

A thin contract with a CCPIT certification is still a thin contract. If the foreign body needs specific terms, the terms have to be in the contract.

Common content requirements from foreign bodies:

The parties identified by full legal name and registration number.

The subject matter specified.

Payment terms.

Delivery terms.

Applicable law and dispute resolution.

Where a foreign registry or bank requires specific clauses, ask for them before drafting rather than after certification.

5. Certification versus notarization for contracts

Contracts require the authenticity of signatures, which is what notarization does.

Where a destination requires an apostille, the contract must be notarized, then apostilled. CCPIT certification does not produce an apostillable document.

Where a destination accepts a chamber of commerce attestation, CCPIT certification is the appropriate route.

6. The bilingual question

Contracts for foreign use are usually drafted in two languages.

Where two language versions exist, the certification should cover both, and the contract should state which version prevails in case of discrepancy.

This matters because a foreign body reading only the English version may be looking at text that the Chinese version contradicts.

7. Timing

CCPIT certification typically takes one to three working days.

Notarization depends on the notary’s appointment availability and the need for the signatories to appear.

8. Common errors

CCPIT certification where an apostille is required

The route does not produce an apostillable document.

No board resolution

The certification confirms the document, not the signatory’s authority.

Content inadequate for the foreign body

Certification does not fix a thin contract.

No language-precedence clause

Two versions, no rule for conflicts.

Contract certified before both signatures

Certification of an incomplete document is worthless.

9. Closing view

Contract certification is a simple act that addresses a specific question: is this document genuine.

It does not address the two questions foreign bodies most often care about in practice: did the signatory have authority, and does the contract contain what they need.

Those are addressed by a resolution and by drafting.

*This article is based on the commercial certification services provided by the China Council for the Promotion of International Trade. Exporters should confirm requirements with the receiving body and, where litigation may follow, with counsel.*

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