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.
LLCs often use the digital seal on the Operating Agreement, membership certificates, banking resolutions, invoices, receipts, et al. Corporations can use the 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.
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 26 comments left for Requirements for a Company SealUbaldo Eras said: Monday, August 31, 2020
i need a seal for my vompanyHBS Staff replied: Tuesday, September 1, 2020
We provide a free digital seal for our clients and offer a formation package that includes a physical corporate seal as well. If your company was formed with Harvard Business Services, email us at firstname.lastname@example.org for assistance.Phil said: Wednesday, March 4, 2020
Are nonprofit corporations allowed to use corporate seals? Do they carry the same legal weight as for profit businesses?HBS Staff replied: Thursday, March 5, 2020
Any company can use or change its company seal it as it sees fit, by affixing, impressing or reproducing it onto documents. Typically, our clients with non profit corporations don't have any special restrictions with the seal.Anthony Butler said: Monday, January 6, 2020
We have been in business since 2004. In 2016 we applied for a new EIN, and began operating under the new business name beginning January 2018. What year do we put on the seal?HBS Staff replied: Monday, January 6, 2020
Anthony, generally, the seal will show the year of incorporation of the business entity.Dr. Nancy M Landreville said: Saturday, August 17, 2019
Reopening business effective August 19, 2019 as a sole proprietorship, education subject matter expert, and a 501c non-profit pending.HBS Staff replied: Monday, August 19, 2019
Dr. Landreville, if you need our assistance with reopening your business, please contact us by email or phone: 800-345-2677Aaron Willis said: Tuesday, July 23, 2019
What's all included with the seal package?HBS Staff replied: Wednesday, July 24, 2019
Aaron, we provide a free digital seal to all of our clients who form their company through us. If you're looking for a physical seal embosser, we include that with our Standard package. You can find more on that here - https://www.delawareinc.com/ourservices/compare-domestic-packages/. Please note the cost is for domestic (U.S.) formations.