A useful China contract should identify who owes each obligation, how performance will be proved, where disputes will be decided and how a resulting judgment or award could reach assets. A clause cannot guarantee payment, but clear drafting can reduce avoidable disputes about these questions.
For an existing dispute, collect the signed agreement, amendments, purchase orders, payment records and communications before deciding whether to litigate or arbitrate.
Identify the actual counterparty
Record the company's registered Chinese name and unified social credit code. Compare the contracting entity with the invoice issuer, payment recipient and business registration. A brand, website or English trading name may not identify the legal person responsible for performance.
If a manufacturer and a trading company are separate entities, decide which obligations each will accept. Do not assume that one company's assets answer for another company's debts merely because the businesses share a contact person or address. See our defendant-identification guide.
Check authority and preserve evidence
Ask who is signing and retain evidence of that person's authority. Check the business licence and any authorization documents, and resolve inconsistencies before paying. A company seal is relevant evidence, but the presence or absence of a seal alone should not replace an assessment of authority and the transaction's facts.
Keep the complete contract version, specifications, inspection procedure, delivery records, acceptance criteria and payment conditions together. Agree how notices and changes will be documented. When a dispute develops, preserve original electronic records as well as convenient screenshots.
Review the forum separately from governing law
The governing-law clause and the dispute-resolution clause answer different questions. Assess both against the transaction, the parties and the intended enforcement location. Foreign court proceedings may require a later mainland recognition application before assets in China can be reached.
For foreign-related disputes, Article 277 of the Civil Procedure Law permits a written agreement choosing Chinese courts. The rules on exclusive jurisdiction and the particular subject matter must still be checked. Do not assume that every forum clause overrides mandatory jurisdiction rules. Source: 2023 Civil Procedure Law.
Compare procedural options against the evidence, asset location and likely costs. No single institution or forum is the best choice for every foreign business.
Use the current arbitration framework
China's revised Arbitration Law took effect on March 1, 2026. Article 27 addresses the intention to arbitrate, arbitration matters and selected institution. Under Article 29, missing or unclear matters or institution can be addressed by supplemental agreement; failure to reach that agreement can invalidate the clause.
Article 30 preserves the arbitration agreement's independence from the main contract. An allegation that the main contract is invalid does not automatically invalidate the arbitration clause. Source: current Arbitration Law, Articles 27–30.
Specify the intended institution and seat accurately, and obtain advice on the applicable law and any special rules. For an award already issued, see our foreign-award enforcement guide.
Do not promise court security waivers
A contract can address applications for interim relief, but it cannot bind a court to dispense with statutory preservation requirements. Urgency, evidence, security and the competent court must be assessed separately. Distinguish the court application fee from collateral or an insurer's premium. See asset preservation requirements.
Make changes and language choices clear
Use a documented approval process for amendments and identify which language version prevails. Review both versions for consistency rather than relying on a prevailing-language clause to cure every translation error.
Do not assume that all oral modifications are automatically ineffective under Chinese law. Civil Code Articles 543–544 address agreed amendments and uncertainty about their content; the contractual formalities, evidence and applicable rules require review. Source: Civil Code.
What to prepare for a dispute assessment
Start with the legal names of the parties, signed contract, relevant dispute clause, what each side performed, the alleged breach and your commercial objective. Mention approaching deadlines and evidence or assets at risk. Counsel can then identify missing information and propose a scope for further work.
This guide provides general information, not a determination that a particular contract or clause is enforceable.