What is a Seal of Incorporation? Does a Hong Kong company have to have a common seal?
In Hong Kong, the common seal, commonly known as the common seal, is a key legal concept which represents the legal status and rights and obligations of a company. In this article, we will introduce the legal status of the Hong Kong company’s corporate seal, the company’s articles of association, the types of seals and other related knowledge, so that you can better understand its role and importance.
What is the legal status of a company’s common seal?
According to the Hong Kong Companies Ordinance, every company registered in Hong Kong is required to have a Common Seal, and there are a number of requirements for the Common Seal. In contrast, the signature seal and the round seal, which are commonly seen or used, are not subject to any requirements under the Hong Kong Companies Ordinance.
This seal represents the legal status of the company and can only be used by authorized representatives of the company. The use of the common seal without authorization may lead to serious legal consequences.
In addition, the common seal can be used to sign important legal documents, such as articles of association and contracts. Therefore, the use of the common seal must be very careful as it represents the legal status and rights and obligations of the company.
Does a Hong Kong company have to have a common seal?
Under Hong Kong company law, a company is now free to choose whether or not to use a common seal, and there is no mandatory requirement to use a common seal for the provision of documents. If a company decides to use a common seal, it must comply with the requirements of section 127(2) of the Hong Kong Companies Ordinance.
If the company chooses not to use the seal, it must follow the requirements of section 127(3), i.e. to execute the document as a deed and deliver it. It is important to note that even if the company does not use the seal, the documents still need to go through the formal signing and delivery process.
Can I stop using the common seal if I want to?
If a company decides to stop using its common seal, there is no legal requirement to notify the relevant government department in order to stop using the common seal.
The new CO does allow a company to retain its common seal and there is no legal requirement to use it. Even if a company chooses to retain its common seal, it can still choose whether or not to use it when signing documents.
However, irrespective of whether a company chooses to use its seal, it must comply with section 127 of the CO. This section sets out the requirements for a company to comply with when signing documents, whether it chooses to use its seal or not.
Types of company seals
Every company’s articles of association are different, so the design and content of the company seal will vary. The following are some common types of seals:
Corporate Seal (English: Common Seal) The corporate seal is the most common type of company seal, which contains information such as the name and registration number of the company. Only authorized representatives of the company can use the common seal, and it must be used with great care.
Official Seal (English: Official Seal), the Official Seal is usually used as a replica of the Seal of Incorporation. Its material and design must be consistent with that of the common seal. Its purpose is basically for use outside Hong Kong and for use in connection with securities issued by the company.
The Securities Seal is also a duplicate of the common seal. The Securities Seal is mainly used for the issuance of securities such as shares and bonds, and represents the company’s commitment and responsibility to investors. Its content usually includes the company name, stock code, par value and other information, and needs to be approved by the Securities and Futures Commission.
Signature Seal: A signature seal is a seal used to sign on behalf of a company’s representative. It usually contains information such as the company name and the name of the person signing on behalf of the company, and is commonly used in general business documents.
Small Circular Seal, a small circular seal is usually used in daily business, such as issuing receipts, sending letters, etc. It usually contains only the name of the company and the name of the representative. Its content usually includes only the company name and articles of association, and its usage authority is relatively broad. The above information is for reference only. If you have any questions or information about tax return (personal tax return, corporate tax return, accountant tax return), we welcome you to contact our professional consultants and will provide you with a free quote and consultation service in due course.
