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?
*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
Nlemeke Kingsley Tochukwu. said: Wednesday, July 17, 2019I have a newly registered company last year August 2018, and wants to keep off with good and legitimate business especially with importations of goods and services, I need the corporate seal and a mentor. Could you kindly help me out? From Nigeria, West Africa.
HBS Staff replied: Friday, July 19, 2019Nlemeke, thank you for contacting us. If you filed your company with Harvard Business Services, we would be happy to provide you with a free digital corporate seal. Just reach out to us by phone, email, or live chat for assistance. Unfortunately, we cannot assist with locating a mentor for you.
Teesa said: Tuesday, March 19, 2019What do I use the certificates for and how do I use the seal to stamp my papers
HBS Staff replied: Wednesday, March 20, 2019Teesa, typically our clients will use certificates to show ownership in a company. If you have questions about how to use the seal, you are welcome to call or chat with us and we'll be happy to assist.
Dhiren Mehta said: Friday, February 22, 2019We paid a company cash for a transaction and they used Company Seal to confirm payment. A month later we were asked to pay the amount as they had not received payment.Who is correct in this instance?
HBS Staff replied: Monday, February 25, 2019Hi Dhiren - This seems like a matter for which you will want to consult with an attorney as we are unable to advise on your specific transaciton.
Anil Wadhwa said: Wednesday, November 7, 2018Need a seal Manuel
HBS Staff replied: Wednesday, November 7, 2018Anil, please call 1-800-345-2677 or email info@delawareinc.com during normal business hours, 9-5 Eastern, Monday - Friday, in order to request your digital seal. Thank you.
Felix Obi said: Tuesday, August 21, 2018Hello, Our Company is fully registered with the Corporate Affair Commission, Nigeria. We are also fully operative. How can we registered with you guys so that we can get the free digital seal. Hope to hear from you soonest.
HBS Staff replied: Friday, August 24, 2018You do not have to live in, or even visit, the state of Delaware in order to form a Delaware company. Other than residents of restricted countries (Cuba, Iran, North Korea and Syria), anyone can form a Delaware company and operate lawful business activities from anywhere in the world.
You do not have to be an American citizen to form and/or operate a Delaware company.