Company or Common Seal in Hong Kong: Does Your Company Need it?
A company Common Seal in Hong Kong makes business documents official and legally significant. It can act as the official signature of your company.
The seal is recognised and used by companies falling within Common Law Jurisdictions. Besides Hong Kong, Common Law is practised in Australia, Canada, India, New Zealand, and the United Kingdom.
Common Seal is also commonly referred to as the Corporate Seal or Company Seal.
What is a company seal used for?
A note on issuing shares.
When you set up your company in Hong Kong, at least one share must be issued and allotted to the company’s founder.
A company seal is used to stamp all the important documents to signify that these are certified by the company’s board of directors or decision-makers. These documents include share certificates, employee contracts, minutes of a meeting, and other vendor partner agreements.
Does my company in Hong Kong require a Common Seal?
A Common Seal is not a must-have for companies incorporated in Hong Kong, since the new Hong Kong Companies Ordinance 2014. Times have changed, now, its use is optional.
If you’re a history buff, here’s some factoids for you to give some context so you appreciate how much easier it is to run a business in Hong Kong now. Under the Old Ordinance, every Hong Kong company needed to keep a common seal with the company name engraved legibly. It was used to execute deeds, issue share certificates, among others. Since the New Ordinance abolished this requirement in 2014, companies don’t have to use the common seal anymore. They can if they want to. No one will stop you.
If it’s not needed now, what cases is it being used under the current New Ordinance?
The Common Seal can only be used on the authority of the Directors, and anyone authorized by the company’s Director for signing agreements or company documents. For example, if a share certificate is issued, the common seal shall be affixed on the share certificate by directors in the company only.
So, do I still go ahead and make a Common Seal for my company in Hong Kong?
We suggest not purchasing a Common Seal unless it is written on your company’s Articles of Association. If you would like to review your articles of association and amend any provisions requiring the use of Common Seal for execution, we can assist you with this. If you would like to create a Common or Company Seal, we are able to assist you with this. We will also guide you through the process of company incorporation in Hong Kong.
FAQ
What is a Common or Company Seal in Hong Kong?
A Company or Common Seal in Hong Kong was used to make business documents official and legally significant, however, it is not mandatory to be physically used on a document since 2014.
Where is the Common Seal recognised?
The seal is recognised and used by companies falling within Common Law Jurisdictions like Hong Kong, Australia, Canada, India, New Zealand, and the United Kingdom.
Does my company really need a Common Seal?
Companies incorporated after 2014 do not need a Common Seal after the New Ordinance was established.
