Requirements for a Company Seal

What is a Company Seal?

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. 

This company stamp 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.

Some of the documents you might want to use a company seal on include:

• employment and vendor contracts
• minutes from Board of Directors meetings
• leases
• agreements of sale
• loan documents
• other commitments by the 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 the 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.

LLCs often use the digital corporate seal on the Operating Agreement, membership certificates, banking resolutions, invoices, receipts, et al.  Corporations can use their corporate seal on their bylaws, stock certificates, and meeting minutes to make them official.

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.

How to Get a Corporate Seal

Do you need a company seal?  While the use of company seals has diminished, some businesses still choose to have them for ceremonial or traditional purposes. 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.

Next: Is a Corporate Kit Necessary?