Under the Chinese Civil Code, an Amendment makes additions or changes to an existing contract, and controls over the original contract. Amendments are used whenever the parties discover that an additional agreement is needed. Additionally, contracts may specify that certain provisions cannot be amended and that future amendments will be unable to change those provisions. Amendments to Chinese contracts typically comprise three elements: complete background information on the parties, the reason for the amendment, and the matters amended.

Legal authority for amendments is provided by Section 510 of the China Civil Code, which provides that an amendment is available for parties to an existing contract that have an incomplete or indefinite agreement, including without limitation quality requirements, price, compensation, or place of performance. If an amendment cannot be agreed upon, then the existing contract or industry customs would apply.

In China, amendments are often attached to contracts as a rider, in which case Section 510 of the Civil Code also applies.

Further Reading

See our comprehensive resources on China’s Foreign Investment Law.

Translation Guide

See: 补充协议