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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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
Senior Associate said: Wednesday, November 15, 2017I 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, 2017There 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, 2017Our 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, 2017Typically, 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, 2017Is 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, 2017The 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.
Jane Robel said: Friday, May 12, 2017
Great post. thanks for sharing this with us. I believe it is a small investment,with huge return.
HBS Staff replied: Friday, May 12, 2017Thanks!
Dan Schroer said: Monday, May 8, 2017I need to get a seal created for Chinese Documents....we are importing and every once in a while I need the "official stamp" of the company. How do I order...
HBS Staff replied: Monday, May 8, 2017You can call 1-800-345-2677, email info@delawareinc.com or live chat with us via our homepage.