Requirements for a Company Seal
Although corporate seals have become more symbolic than legally necessary, they still represent a company's authority and authenticity. Because company seals are much less common than they once were, business owners may have questions about whether they still need one and whether it carries any legal significance. Understanding how corporate seals are used today can help you decide whether having one makes sense for your business.
What is a Corporate Seal?
A corporate seal, sometimes called a company seal, is an official stamp used to signify a business's formal approval of a document. Traditionally, corporations used a physical embosser that presses the company's seal into paper as a formal indication of corporate approval. This imprint served as the organization's signature long before modern signature laws existed.
Today, a corporate seal may be physical, digital, or included automatically in corporate kits, but its purpose remains the same: to represent the company's official endorsement of a document.
Parts of a Corporate Seal
While designs can vary, most corporate seals follow a consistent structure that conveys a company's essential identifying information. Some common elements found on a corporate seal are:
- Company Name
- State of Incorporation or Formation
- Year of Incorporation or Formation
- The Words "Corporate Seal" or just "Seal"
While the information listed above is seen pretty frequently, not all company seals contain the same information. Keep in mind that in some countries, seals may carry greater legal significance. The design may include additional identifiers, such as registration numbers or official government emblems. In the United States, as long as the seal reliably identifies the company, its exact layout usually doesn't affect its validity.
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Do I Need a Company Seal?
For most modern businesses, a company seal is optional rather than required. Historically, seals were essential for authorizing contracts, resolutions, and official filings. Today, in most U.S. jurisdictions, signatures from authorized officers are treated as sufficient for nearly all business purposes. Still, some organizations choose to maintain a corporate seal for formality.
State corporate statutes used to require every corporation to adopt one of these company stamps, but those laws have largely been eliminated or updated to make seals optional. In practice, an authorized signature is generally more important to a document’s enforceability than the presence of a corporate seal. LLCs, on the other hand, have generally never been required to use a seal. They are governed by operating agreements rather than traditional corporate practices. However, an LLC may still choose to create a seal for symbolic or administrative purposes.
At the end of the day, a corporate seal is recognized in most U.S. states, but that recognition does not mean it's required, even in Delaware. Delaware General Corporation Law (DGCL) allows corporations to adopt and use a corporate seal, but having one is not a requirement for operating a Delaware corporation.
Does a Corporate Seal Make a Document Legally Binding?
A corporate seal can make a document appear more official, but the seal itself usually does not make the document legally binding. In most cases, what matters is whether the document was properly authorized and signed by someone with authority to act on behalf of the company.
For example, a contract generally does not become enforceable simply because a corporate seal is stamped or embossed on it. Likewise, a document can still be valid even if no corporate seal is used at all. Corporate seals are best viewed as an additional sign of company approval or authenticity rather than a substitute for a signature.
Documents Commonly Using a Corporate Seal
While a corporate seal isn't a mandatory inclusion, some companies still choose to stamp them on important company documents. Here are a few places that you'll be most likely to find one:
- Stock certificates
- Employment and vendor contracts
- Meeting minutes from board meetings
- Real estate documents
- Agreements of sale
- Loan documents
- Other commitments by the company
In many cases, an authorized signature may be sufficient without the use of a corporate seal.
Digital Seals
A digital corporate seal is an electronic representation of a company's official seal. It typically includes the same information found on the physical version. As business documentation continues shifting online, many companies now use digital seals alongside traditional embossers. A digital seal can be applied electronically to PDFs, digital certificates, and other online documents.
Functionally, digital seals cover almost all of the same bases as a traditional seal. Legally, neither type of seal is required in most U.S. jurisdictions, but both are used as indicators of corporate approval or authenticity.
How to Get a Corporate Seal
Obtaining a corporate seal is pretty easy, and for most businesses, creating the seal is entirely optional. Because Delaware does not regulate the design or issuance of corporate seals, companies have flexibility when creating one. Still, most businesses purchase their seal through a corporate kit. This means you can choose any design that clearly identifies your company. The basic process is similar across the United States.
Get a Free Company Seal
Any new or existing company that uses 91自拍, Inc. as its Registered Agent receives a free digital corporate seal, available through the company’s My Control Desk account. New business owners who select our Standard formation package also receive a physical, fold-up style embosser with lead-cast lettering. This means that you'll be free to create physical company seals whenever you choose.
Corporate Seal FAQs
What happens if my corporation doesn't have a seal?
For most Delaware corporations, not having a seal does not prevent the company from conducting business. Your business can still operate fully and execute all necessary documents. Modern corporate laws recognize signatures from authorized officers as sufficient proof of approval. A seal is mostly symbolic. If a bank, title company, or international partner requests one, you can simply order a seal at that time.
What should I do if I lose my corporate seal?
If you lose your corporate seal, you can simply create and order a replacement. For a Delaware company, replacing a lost corporate seal generally does not require a filing with the Delaware Division of Corporations. If you ever make updates to your seal, ensure the old seal is no longer accessible.
Can an LLC use a corporate seal?
Yes, an LLC can use a corporate seal, but it's entirely optional. LLCs are generally not required to adopt a seal, and most legal documents are fully valid with just an authorized signature. Some LLCs choose to use a seal for formality, branding, or to authenticate membership certificates. If you want one, you can create a seal just as a corporation would, using the LLC's legal name and formation details.
Do foreign countries require company seals?
Some countries still require company seals on certain banking or government documents. Even when a seal is not legally required, a foreign bank, agency, or business partner may request one as part of its documentation process. Companies doing business internationally should confirm the requirements of the country and requesting party before sending any documents.
Is a corporate seal the same as a notary seal?
No. A corporate seal identifies a company and may be used to authenticate certain company documents. A notary seal is used by a commissioned notary public to verify that a signature or document was properly witnessed or notarized. Applying a corporate seal does not notarize a document, and a notary seal does not serve as a company's official seal.
Who can use a corporate seal?
A corporate seal is generally used by an officer, director, or other person authorized to act on behalf of the company. The company’s bylaws or internal policies may specify who is permitted to use it. If the business has a physical corporate seal embosser, access should be limited to authorized individuals and the embosser should be stored securely with other important corporate records.
Does a corporate seal need to be registered?
No. In most cases, a corporate seal does not need to be registered with the state. Delaware, for example, allows corporations to adopt and use a seal but does not require the seal itself to be filed or registered with the Division of Corporations. Companies can generally create or order a corporate seal that includes their legal name and other identifying information.
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Talk to an expert*Disclaimer*: 91自拍, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, 91自拍, Inc. is not responsible for and makes no representations regarding such source鈥檚 content or accuracy. Opinions expressed in this article do not necessarily reflect those of 91自拍, Inc.
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There are 26 comments left for Requirements for a Company Seal
Dong Hizon said: Wednesday, June 27, 2018Hi, I just want to ask how do you verify the stamp from PSB?
HBS Staff replied: Friday, June 29, 2018We are not sure what you mean by "PSB." Please clarify and we'll be happy to help if we can.
S.T.O.N.S. Transportation Services Inc. said: Wednesday, March 28, 2018How much is the seal
HBS Staff replied: Thursday, March 29, 2018If you form a company with us, the seal is free. More details here:
/ourservices/compare-domestic-packages/
Charles said: Saturday, December 30, 2017
Shalom, You are my company registered Agent. I want to ask if we can at the same time use the Company Stamp and the Company Seal? In case, we can use both, the stamp and seal, How do we use them together?
HBS Staff replied: Tuesday, January 2, 2018We are not sure what you mean by "company stamp." Can you re-phrase your question and we'll do our best to answer it?
Mahala Pinchen said: Thursday, December 7, 2017I have a question, if a company want's to create a company seal should they pass a resolution first? is this a legal requirement or good practice?
HBS Staff replied: Monday, December 11, 2017Typically, the corporate seal is accepted and adopted by the company internally via corporate resolution. Thanks for reading our blog.
Jim Zappavigna said: Tuesday, November 21, 2017I recently received my stock certificate for 4000 shares of common stock. The last sentence on the certificate says, "Witness, the seal of the Corporation and the signatures of its duly authorized officers." The certificate is signed by the Secretary and the President. It is not sealed. Should it be?
HBS Staff replied: Tuesday, November 21, 2017Yes, it should. If you incorprated with us via our standard formation package, you would have received an actual (physical) corporate seal. You can use that seal on your stock certificates. If we are your Registered Agent, you can call (1-800-345-2677) or email us (info@delawareinc.com) to request your digital seal--all we need is your company name.