Is a common seal still required in Hong Kong

Is a Common Seal Still Required in Hong Kong

No. Hong Kong law no longer requires a common seal. The Companies Ordinance (Cap. 622), effective from 2014, abolished the statutory requirement. A company may still adopt a seal, but it is not a legal necessity for executing documents or conducting business.

Common Seal Requirement Hong Kong

The previous Companies Ordinance (Cap. 32) mandated a common seal for executing documents like deeds. That requirement is gone. Cap. 622 abolished it. Companies incorporated after 2014 are not obliged to obtain a seal, and existing companies are not required to keep theirs. The change simplifies document execution and aligns Hong Kong with modern business practice.

Hong Kong Company Seal Law

Part 14 of the Companies Ordinance (Cap. 622) governs document execution. Section 127 permits execution by affixing a common seal, but it is not the sole method. Section 128 provides that a document is validly executed if signed by a director and the company secretary, by two directors, or by a director in the presence of a witness who attests the signature. These signature-based methods have the same legal validity as sealing.

Do I Need a Common Seal Hong Kong

You do not need one for daily operations. Contracts, agreements, bank forms and other commercial documents can be signed by directors without a seal. Banks and counterparties sometimes request a company chop, a rubber stamp with the company name, but this is a business custom, not a statutory requirement. A company chop is not a common seal, and the Companies Registry requires neither.

Executing Documents Without a Seal Hong Kong

To execute a document without a seal, follow the method in your company's articles of association. Most companies adopt the model articles under Cap. 622, which permit execution by director signatures. The standard approach is:

• Two directors sign, or
• One director and the company secretary sign, or
• One director signs in the presence of a witness.

A board resolution may authorise a specific director or officer to sign a particular document. The signature method carries the same legal validity as sealing, and the document is binding on the company.

Practical Considerations

Some companies retain a seal for ceremonial purposes, such as sealing share certificates or formal deeds, or because a foreign counterparty expects one. If your articles of association still refer to a common seal, you may continue to use it. To remove the reference, pass a special resolution to amend the articles.

The Companies Registry does not require a seal for any filing, including Form NAR1, Form NNC1 or Form ND2A. All statutory forms are signed by directors or the company secretary, not sealed.

Summary of the Position

A common seal is optional under Hong Kong company law. The Companies Ordinance (Cap. 622) provides simpler, more practical methods for executing documents. If your company already has a seal, you may keep it, but you are not obliged to use it. If you are incorporating a new company, you can proceed without one.