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The company seal, sometimes called a corporate seal, is a tool used to stamp or emboss your company's important documents in order to show the document is certified by, and agreed upon by, the Board of Directors of the company.
The company seal contains the company’s name, its year of incorporation and the state in which the company was filed. Think of the corporate seal as the official signature of your company.
Any company may adopt a company seal, change it as it sees fit and use it as needed by affixing, impressing or reproducing it onto documents. This decision is usually made in the organizational meeting called by the initial director of the company; this meeting is normally held as soon as possible after the company is incorporated.
Once this meeting is held and the proper documents are signed, sealed and placed in the minutes book, the corporation or LLC possesses the authority to conduct the day-to-day operations of the business.
One of the first orders of business in this meeting is the issuing of stock (for a corporation) or issuing of membership certificates (for an LLC). The company seal can be used to stamp the stock or membership certificates, in tandem with the signature of the president.
This is important because the certificates and the Board of Directors' resolution authorizing the issuance of the certificates are the evidence that prove ownership in the business entity.
Be sure the stock certificates are properly stamped and signed by the president, as this can make it harder for someone to claim ownership with fraudulent certificates, which does happen from time to time.
Do you need a company seal? It’s not legally required, but many companies have chosen to adopt and use a company seal. Harvard Business Services, Inc. offers a free digital seal to all new Delaware corporations and LLCs we form on behalf of our clients. For more information on obtaining a physical company seal, or to order additional seals for you company, contact Harvard Business Services, Inc. via phone (800-345-2677) or live chat.
*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.
There are 23 comments left for Requirements for a Company SealMahala Pinchen said: Thursday, December 7, 2017
I 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, 2017
Typically, 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, 2017
I 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, 2017
Yes, 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 (firstname.lastname@example.org) to request your digital seal--all we need is your company name.Senior Associate said: Wednesday, November 15, 2017
I was always told that when you use a Corporate seal it should be accompanied by a signature from one of the officers in the company. Is that true?HBS Staff replied: Friday, November 17, 2017
There is no requirement to sign as well as seal a document, but certainly no prohibition against using both. Thanks for reading our blog,Joan Sonner said: Monday, November 13, 2017
Our company was originally incorporate in Delaware in 1989. In 2012, we re-incorporated in California same entity name. Our Corporate Seal stamp says "California 1989" - our original incorporation date, but our current state of incorporation. Is this correct?HBS Staff replied: Tuesday, November 14, 2017
Typically, the corporate seal will display the state where the company was formed and the year the company was formed in that state.Dorothy said: Thursday, August 3, 2017
Is a corporate seal a requirement for Delaware LLCs? I read an article recently that stated a seal is no longer legally required for any purpose.HBS Staff replied: Friday, August 4, 2017
The use of the Corporate Seal is simply a matter of preference. Many business owners use a seal on all official company documents while others opt to not use it at all.