Supplier risk

5 legal red flags before you wire a deposit to a Chinese supplier

By Zhixi Guo (郭之晞), PRC-licensed attorney

Most supplier problems are visible in China's public records before any money moves — if you know where to look and how to read them. Here are the five I check first.

1. The receiving account does not match the contracting party

This is the single most common — and most damaging — red flag. If the proforma invoice asks you to pay a company (or personal) account whose name is not exactly the contracting party, and you pay it, the contracting party can later argue it never received payment. Absent verifiable written authorisation, you can end up with neither goods nor a clean way to recover. Rule of thumb: pay only a corporate account in the exact name of the party on your contract.

2. The company is already a judgment debtor

If the supplier is listed as a "person subject to enforcement" (被执行人) — it lost a case and did not voluntarily pay — that tells you both how it behaves and how hard recovery would be if you had to sue. It is worse when its past losing cases are the same type as your deal (delayed or non-conforming delivery).

3. Registered capital is only "subscribed", not paid in

Under China's subscription system, a big registered-capital figure can be mostly unpaid. Registered capital is not net worth and not a credit line. Where contributions are unpaid, a company that cannot meet its debts can expose its shareholders — but that is a litigation path, not a comfort you should rely on up front.

4. A web of related shells under one controller

Contracting, collection and brand functions spread across several companies under the same actual controller — with one already deregistered — is a pattern worth pricing in. "Deregister the sued vehicle, re-shell and continue" is not uncommon. Identify the entity that actually manufactures, receives payment and owns the IP, and contract with that one.

5. The brand's China trademark belongs to someone else

If a third party already holds the mark you intend to put on the goods, OEM/labelled production itself can carry infringement risk in China — and "we only export" is not a reliable defence (see our note on trademark squatting). The prior holder can even record the mark with Customs and seek to detain the goods.

None of these means "walk away". Each has a fix — a matched account, milestone payments with inspection, a trademark warranty, contracting with the right entity. The point is to fix the terms, then deal — with your eyes open.

This note is general information, not legal advice, and addresses PRC law only.