The role of a common seal for a Hong Kong company

Does a Hong Kong Company Need a Common Seal

A Hong Kong company is not required by law to have a common seal. The Companies Ordinance (Cap. 622) removed the mandatory requirement for a common seal Hong Kong companies previously had under the old ordinance. A company may still choose to use a common seal if its articles of association permit it, but for most documents the seal is no longer necessary.

Hong Kong Company Seal

A Hong Kong company seal is a physical stamp that traditionally bore the company's name and registration number. Before the current Companies Ordinance took effect, companies were required to affix the seal to certain documents such as deeds and share certificates. The law now treats the seal as an optional instrument rather than a compulsory one.

Company Seal Requirement

The company seal requirement under Hong Kong law changed significantly with the introduction of Cap. 622. Section 124 of the Companies Ordinance states that a company may have a common seal but is not obliged to do so. If the articles of association do not mention a seal, the company operates without one. Directors and shareholders should check the company's articles to determine whether a seal is authorised. The use of a seal may be governed by a board resolution.

Use of Common Seal

The use of common seal is now limited largely to documents where a third party specifically requests it, such as a bank or a foreign counterparty. When a company does use its seal, the affixing must be witnessed by a director and the company secretary, or by two directors, as stated in the articles. The seal creates a presumption that the document was properly executed. The execution of documents by seal is a formal process, and any such document should be recorded in the company's statutory books. A certified true copy of a sealed document may be required for some transactions.

Hong Kong Corporate Seal

A Hong Kong corporate seal may still appear on deeds and instruments that the company executes as a deed. Under section 127 of Cap. 622, a document is validly executed as a deed if it is signed by a director and the company secretary, or by two directors, and expressed to be a deed. The seal is an alternative method but is no longer the primary one. Most companies now execute documents by signature alone, which the Companies Registry accepts for filings such as NAR1 and ND2A. A company, as a separate legal personality, can enter into a contract without a seal.