Answer in one line: A power of attorney (POA) in China is a written document that lets another person act in your name for legal or business matters. Under Article 165 of the Civil Code, a written POA must state the agent’s name, the matters covered, the scope and duration of the authority, and carry your signature or seal.
What law governs a power of attorney in China?
Agency is regulated by the Civil Code, Book I, Chapter 7. Article 161 allows a person to perform civil juristic acts through an agent, but acts that by law, by agreement, or by their very nature must be done personally cannot be delegated. Article 162 provides that an agent acting within authority, in the principal’s name, binds the principal. Article 163 divides agency into entrusted agency and statutory agency.
What must a valid power of attorney contain?
Article 165 lists the essentials for a written POA: the agent’s name or company name, the matters to be handled, the scope and limits of authority, and the term; the principal must sign or affix a seal. Two practical points follow. First, if the agent acts beyond the stated scope, Article 171 provides that the act does not bind the principal unless the principal ratifies it. Second, an over-broad “you may handle everything” clause creates real risk — the agent could sell property or move funds.
General authority versus special authority
In practice, distinguish general authority from special authorisation. For acts that dispose of your rights — settling a dispute, waiving a claim, admitting facts, filing or withdrawing a suit, signing a sale contract — the authority must be stated expressly. A vague POA is often rejected by banks, notary offices, registries and courts.
Does a power of attorney need to be notarised?
For ordinary domestic matters, notarisation is not strictly required for the document to be valid, though many institutions insist on it. The bigger issue is a POA signed outside China for use inside China: it generally must be notarised in the country where it is signed and then legalised. Since the Hague Apostille Convention took effect for China on 7 November 2023, a document signed in another contracting state can instead carry an apostille. For foreign-related litigation, a POA sent from abroad to entrust a Chinese lawyer must follow the special notarisation and authentication rules of the Civil Procedure Law.
What does this mean in practice?
Illustrative scenario: a foreigner abroad wants to sell a Shanghai apartment and gives a friend a short letter saying the friend “may deal with the property”. The registry may refuse it because it does not clearly authorise a sale or set a price. A properly drafted, notarised POA naming the specific property, the authorised acts and an expiry date avoids the deadlock.
The takeaway: keep a power of attorney specific, time-limited, and properly notarised or apostilled for anything cross-border.
Wang Guan | Co-founder, Beijing Haolue Law Firm | +86 17813108512