Requirements for a Company Seal
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 use a physical embosser that presses the company's seal into paper, making the document official. This imprint served as the organization's signature long before modern signature laws existed.
Although corporate seals have become more symbolic than legally necessary, they still represent a company's authority and authenticity. 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, however, U.S. law recognizes signatures from authorized officers 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, signatures (not seals) create binding corporate obligations. LLCs, on the other hand, have 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 legally recognized in every U.S. state, but that recognition does not mean it's required, even in Delaware. Delaware General Corporation Law (DGCL) allows corporations to adopt a seal, but explicitly states that a corporate seal is not necessary.
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
Just keep in mind that in nearly all cases, you do not need to use a seal on these documents. A signature from an authorized officer should be legally sufficient.
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. Delaware does not prescribe a specific format for corporate seals. This means you can choose any design that clearly identifies your company. The basic process is similar across the United States.
It's worth noting that a few jurisdictions outside the U.S., particularly in Asia and parts of Europe, may require registration numbers or tax ID numbers on the seal.
Get a Free Company Seal
When you form a Delaware company with Harvard Business Services, Inc., our team will always include a free digital corporate seal, regardless of which formation package you select. Furthermore, through our standard package, new business owners will also receive a physical, fold-up style embosser with lead-cast lettering. This means that you'll be free to create digital and physical company seals whenever you choose.
Corporate Seal FAQs
What happens if my corporation doesn't have a seal?
If your corporation doesn't have a seal, nothing legally changes. 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. There's no legal penalty or special filing required when ordering a new seal. If your bylaws mention the seal, note the replacement in your corporate records for consistency. 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 not required by any U.S. state 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.
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Not sure what’s right for your company? Speak directly with our specialists and get clarity before you make your next move.
Talk to an expert*Disclaimer*: Harvard Business Services, 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, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
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There are 26 comments left for Requirements for a Company Seal
Nlemeke Kingsley Tochukwu. said: Wednesday, July 17, 2019I have a newly registered company last year August 2018, and wants to keep off with good and legitimate business especially with importations of goods and services, I need the corporate seal and a mentor. Could you kindly help me out? From Nigeria, West Africa.
HBS Staff replied: Friday, July 19, 2019Nlemeke, thank you for contacting us. If you filed your company with Harvard Business Services, we would be happy to provide you with a free digital corporate seal. Just reach out to us by phone, email, or live chat for assistance. Unfortunately, we cannot assist with locating a mentor for you.
Teesa said: Tuesday, March 19, 2019What do I use the certificates for and how do I use the seal to stamp my papers
HBS Staff replied: Wednesday, March 20, 2019Teesa, typically our clients will use certificates to show ownership in a company. If you have questions about how to use the seal, you are welcome to call or chat with us and we'll be happy to assist.
Dhiren Mehta said: Friday, February 22, 2019We paid a company cash for a transaction and they used Company Seal to confirm payment. A month later we were asked to pay the amount as they had not received payment.Who is correct in this instance?
HBS Staff replied: Monday, February 25, 2019Hi Dhiren - This seems like a matter for which you will want to consult with an attorney as we are unable to advise on your specific transaciton.
Anil Wadhwa said: Wednesday, November 7, 2018Need a seal Manuel
HBS Staff replied: Wednesday, November 7, 2018Anil, please call 1-800-345-2677 or email info@delawareinc.com during normal business hours, 9-5 Eastern, Monday - Friday, in order to request your digital seal. Thank you.
Felix Obi said: Tuesday, August 21, 2018Hello, Our Company is fully registered with the Corporate Affair Commission, Nigeria. We are also fully operative. How can we registered with you guys so that we can get the free digital seal. Hope to hear from you soonest.
HBS Staff replied: Friday, August 24, 2018You do not have to live in, or even visit, the state of Delaware in order to form a Delaware company. Other than residents of restricted countries (Cuba, Iran, North Korea and Syria), anyone can form a Delaware company and operate lawful business activities from anywhere in the world.
You do not have to be an American citizen to form and/or operate a Delaware company.