Silicon Valley Legal Bible（32） Original What are the differences between original document certification in China and the United States?

In China, signing contracts revolves around the sacred status of the "original ." In venture capital, this creates logistical chaos:

• 10+ investors requiring wet-ink signatures

• Couriers crisscrossing 12 cities (Suzhou, Hangzhou, Shanghai, Hefei, Beijing, Chengdu, Xi’an, Luoyang, Guangzhou, Shenzhen, Wuhan, Changsha) via high-speed rail

• Printing 10 duplicate contracts for each investor to sign individually

This is the current situation of “original” in China’s legal community.

Meanwhile in the U.S:
"Original" does not have such a supreme status. It should even be said that "Original" and "Duplicate" hold equal legal force.

Silicon Valley Treasure Book 42 Chapters, a legal encyclopedia tailored for founders. I am Liu Xiaoxiao, an American lawyer, and I will provide you with an in-depth interpretation of the legal logic behind entrepreneurship in Silicon Valley.

1. Wet Signature

The term "Original" diverges fundamentally between Chinese and U.S. law:

To understand the concept of "original", you must first add the concept of "wet signature" to your English vocabulary. These words are very vivid, that is, the piece of paper where the ink is written, which is unique in the world and cannot be replaced even if it is scanned or copied as realistically as possible.

So in fact, "original" under Chinese law actually refers to "wet signature". Even though China now recognizes electronic signatures, in the Chinese context, no one should think that the electronic signature and then print out is the original, right? So, in fact, under Chinese law, the original still refers to the one with the wet signature, that is, the original with wet signature.

But it is different in the United States. The United States has recognized electronic signatures for a longer time and has a more complete integrity system. The printed version of the electronic signature can also be called the original. So that is to say, the definition of the word "original" in the United States is much larger than that in China. The original in the United States is the original, which can be considered as the first signed version at the moment the contract takes effect, while the original in China should more accurately correspond to the original with wet signature.

2. Duplicate

Under the Federal Rules of Evidence:

• Original and Duplicate are legally equivalent

Then the focus of the question here becomes, what is a duplicate?

You say, Lawyer Liu, this is simple, just take a copier, and the output is a duplicate.

The legal concept of duplicate is much broader than this concept. Printouts, scans, copies, photos, and all copies produced by machines. Then you say, what else is not a copy produced by a machine? That is a handwriting copy, what do you say? This can be used as evidence, really, Americans have also taken it into consideration. In the American evidence law, handwriting is prone to errors, tampering or forgery, so the degree of acceptance of evidence is very low.

The United States's recognition of originals and duplicates should be said to be more reasonable. As long as the copy can truthfully reflect the content of the original, it can be given the same acceptance. Since electronic signatures are legal in China, the electronic signatures printed out should be considered originals. Why do we have to pursue the one with wet signature to be the original?

Especially in today's information age, it is becoming increasingly difficult to distinguish which is the original and which is the copy, so there is really no need to deliberately pursue wet signatures.

Of course, there are some exceptions in the legal operations of the United States that require wet signatures, such as real estate transactions, wills, and trusts, which all require wet signatures and often require notarization, that is, signing in front of a notary.

3. Global Legal Practices

In this regard, the distinction between the continental legal system and the Anglo-American legal system is not obvious, but rather depends more on geographical divisions.

In European and American countries, the legal provisions are usually closer to those of the United States. For example, Canada's recognition of originals and copies is the same as that of the United States. The law does not strictly distinguish between originals, but focuses more on the authenticity of the contract content and the intentions of the parties. Australia and the United Kingdom also do not distinguish between originals and copies in the business environment. Only in very few legal scenarios related to personal, family, and real estate does the original document have to be used.

In Asian countries, such as Japan, although they also recognize the validity of copies, if others have doubts about the validity of copies, they still need to take out the original document for comparison.

For example, although Singapore belongs to the Anglo-American legal system, it is still heavily influenced by Asian culture. In most cases, the original and the duplicate are required to be provided together. If the original cannot be provided, the legal effect of the duplicate as evidence needs to be evaluated through a specific process.

The main reason for this difference is "appearanceism" or "apparentism", that is, when judging the legal authenticity of an issue, more attention is paid to whether some superficial requirements are met, rather than the true intentions of the parties. The corresponding is "substantialism", that is, more attention is paid to the true intentions of the parties, rather than emphasizing the rules of superficial formatting.

Speaking of this, we should all think that the most important example of "appearanceism" under Chinese law is "official seal". Indeed, we will explain this topic to you in the following video.

Silicon Valley Treasure Book 42 Chapters, a legal encyclopedia customized for founders. I am American lawyer Liu Xiaoxiao, see you next time.