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
Dong Hizon said: Wednesday, June 27, 2018Hi, I just want to ask how do you verify the stamp from PSB?
HBS Staff replied: Friday, June 29, 2018We are not sure what you mean by "PSB." Please clarify and we'll be happy to help if we can.
S.T.O.N.S. Transportation Services Inc. said: Wednesday, March 28, 2018How much is the seal
HBS Staff replied: Thursday, March 29, 2018If you form a company with us, the seal is free. More details here:
https://www.delawareinc.com/ourservices/compare-domestic-packages/
Charles said: Saturday, December 30, 2017
Shalom, You are my company registered Agent. I want to ask if we can at the same time use the Company Stamp and the Company Seal? In case, we can use both, the stamp and seal, How do we use them together?
HBS Staff replied: Tuesday, January 2, 2018We are not sure what you mean by "company stamp." Can you re-phrase your question and we'll do our best to answer it?
Mahala Pinchen said: Thursday, December 7, 2017I have a question, if a company want's to create a company seal should they pass a resolution first? is this a legal requirement or good practice?
HBS Staff replied: Monday, December 11, 2017Typically, the corporate seal is accepted and adopted by the company internally via corporate resolution. Thanks for reading our blog.
Jim Zappavigna said: Tuesday, November 21, 2017I recently received my stock certificate for 4000 shares of common stock. The last sentence on the certificate says, "Witness, the seal of the Corporation and the signatures of its duly authorized officers." The certificate is signed by the Secretary and the President. It is not sealed. Should it be?
HBS Staff replied: Tuesday, November 21, 2017Yes, it should. If you incorprated with us via our standard formation package, you would have received an actual (physical) corporate seal. You can use that seal on your stock certificates. If we are your Registered Agent, you can call (1-800-345-2677) or email us (info@delawareinc.com) to request your digital seal--all we need is your company name.