What Is a Company Seal?
A company seal is the formal symbol of a company's identity as a legal entity — a visible representation of the company's authority to enter into commitments and assume legal obligations on its own account.
A company, as a "legal person", has no physical capacity to act. It can only act through the authorised actions of individuals — directors, officers, or other authorised representatives. A company seal, when properly applied in accordance with the company's articles of association and the relevant provisions of the Companies Ordinance, provides a visible, standardised mark that the company as an entity has formally authorised and adopted the document to which it is affixed.
Under the Companies Ordinance (Cap. 622), as amended with effect from 3 March 2014, maintaining and using a common seal is no longer a mandatory requirement for Hong Kong companies. Companies now have two legally equivalent options for executing documents:
- Option 1 — Using the common seal: Affixing the common seal to the document in accordance with the company's articles of association. This typically requires the signature of at least one director, countersigned by either the company secretary or another director.
- Option 2 — Authorised signature without a seal: Having the document signed by a single director (for a sole-director company), or by two directors, or by one director and the company secretary (for a multi-director company), with a clear statement on the document that it is "executed by the company." Under Section 127(3) of the Companies Ordinance, a document executed in this manner carries the same legal force as a document executed under the common seal.
Despite this legislative change, the majority of Hong Kong companies continue to maintain and use seals in practice.
The reasons are largely operational: banks require seal impressions on account-opening documentation and payment authority forms; Mainland Chinese counterparties expect to see a chop on commercial documents; and many directors and counterparties find the visual confirmation of a seal impression more reassuring than a signature alone on high-value commercial documents.
3 Types of Company Seal in Hong Kong
Hong Kong companies in practice use up to three distinct types of seal, each with different physical characteristics, legal standing, and appropriate use cases. Understanding the distinctions between them avoids the common mistake of using the wrong seal for a given document — which can result in the document being queried or rejected by a bank, counterparty, or legal adviser.
Full Specification Comparison Table
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1. Common Seal (Steel Chop / 法團印章)
The common seal — colloquially referred to as the "steel chop" (鋼印) — is the only seal that carries formal legal status under the Companies Ordinance. It is made of metal and operates by pressing the die against paper to produce a raised embossed impression, without the use of ink. This embossed effect is difficult to replicate without the original die, which is one reason it provides a stronger visual assurance of document authenticity than rubber stamps.
- Legal standing and use: The common seal is used for documents where the highest level of formal corporate authorisation is required or expected. This includes land transfer deeds (契據), share certificates, significant financing agreements, and bank documents that specifically call for a seal impression. Under Section 127 of the Companies Ordinance, when the common seal is used to execute a document, it must be affixed in the manner prescribed by the company's articles of association — typically requiring the signatures of at least one director and the company secretary, or two directors.
- Territorial limitation: The common seal can only be used within Hong Kong. If the company conducts business that requires a seal outside Hong Kong — for example, for property transactions, notarial acts, or formal document execution in another jurisdiction — the company must have a separate Official Seal (正式印章) made for that purpose. The Official Seal must bear the same impression as the common seal but must have an inscription indicating the territory in which it is authorised for use (for example, "For use in the People's Republic of China").
- Replacement considerations: If the common seal is lost, damaged, or compromised, the company should immediately convene a board resolution to invalidate the old seal and authorise the creation of a new one. This process is covered in detail in the section on lost seals below.
2. Signature Chop (Long Stamp / 長條簽字章)
The signature chop is a rubber self-inking stamp in a rectangular format, typically bearing the text "For and on behalf of [full company name]" together with "Authorised Signature(s)" and a signature line. It uses blue or purple ink and is the most frequently used seal in the day-to-day operations of most Hong Kong companies.
- Legal standing: The signature chop has no statutory standing under the Companies Ordinance. It is not the "common seal" and does not carry the same legal weight. Its function is to identify the company on documents that the authorised signatory is signing on the company's behalf.
- Critical requirement: The signature chop must always be accompanied by a handwritten authorised signature. A document bearing only the chop impression, without a signature, is not validly executed and will be rejected by banks and most sophisticated commercial counterparties. This is one of the most common practical errors made by company staff — applying the chop without the required signature.
- Bank account opening and payments: When opening a corporate bank account in Hong Kong, the bank requires the company to register an authorised signatory specimen that includes both the chop impression and the authorised signature. Subsequent cheques, payment authority forms, and remittance instructions must match this registered specimen — both elements are required for the document to be processed.
- Typical use cases: Bank account opening documentation, cheques, remittance instructions, formal contract execution, purchase orders, employment contracts, and any formal commercial document on which the company's authorisation must be visibly recorded.
3. Round Chop (Small Circular Stamp / 小圓章)
The round chop is a small circular self-inking rubber stamp, typically with an outer ring bearing the company's English name and an inner ring bearing the company's Chinese name (or logo). Standard ink colours are blue, purple, or red. At 21–24mm in diameter, it is the smallest of the three seal types and is designed for portability and convenience.
- Legal standing: Like the signature chop, the round chop has no statutory standing under the Companies Ordinance. It is not the common seal.
- Operational role: Because no authorised signature is required when using the round chop, it is appropriate only for low-risk, routine confirmations — parcel receipts, confirming copies of invoices, minor corrections to documents, and service registrations where formal execution is not required. Its small size and ease of use make it suitable for front-line staff to carry for routine daily use.
- Limitations: The round chop should never be used on high-value contracts, bank documents, or any document that requires formal corporate execution. Using the round chop in contexts that call for the common seal or a signed signature chop creates uncertainty about the document's legal status and may cause it to be challenged.
Statutory Requirements for the Common Seal
If a company elects to maintain a common seal, Section 124(2) of the Companies Ordinance specifies the legal requirements that the seal must meet. Non-compliance is a criminal offence: the company and every responsible officer are each liable to a Level 3 fine of HK$10,000.
Material Requirement
The common seal must be made of metal. Rubber and plastic materials do not satisfy the statutory definition of a common seal under the Companies Ordinance and cannot be used as a substitute. Any impression claimed to be that of the common seal but produced by a non-metal stamp does not have the legal effect of a common seal.
Name Engraving Requirement
The seal must bear the company's full registered name in legible characters, engraved into the metal. The name on the seal must be identical to the name on the company's Certificate of Incorporation (CI). No abbreviations are permitted, no unofficial trading names, and the statutory suffix ("Limited" in English, or "有限公司" in Chinese) must be included.
Chinese and English Name Requirements
The correct approach depends on how the company's name is registered:
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Note that Traditional Chinese characters are required — Simplified Chinese characters do not satisfy the requirement.
Name Disclosure Obligation
Under Section 659 of the Companies Ordinance and the Companies (Disclosure of Company Name and Limited Liability) Regulation (Cap. 622B), a company is required to display its registered name in legible characters on all business correspondence, transaction documents, the company's website, and on any document bearing the common seal impression. Non-compliance with the disclosure obligation is a separate criminal offence from the seal specification requirements.
Common Seal vs Authorised Signature: Which Provides Greater Legal Protection?
The short answer is that in most commercial contexts, a validly authorised signature is legally equivalent to a common seal impression under current Hong Kong law. However, there are specific situations where the seal provides practical advantages worth understanding.
- When Authorised Signature Is SufficientUnder Section 127(3) of the Companies Ordinance, a company may execute any document — including a deed — by having it signed by the required number of authorised individuals (as described above) with a clear statement that the document is executed by the company. This carries the same legal effect as affixing the common seal. For the vast majority of commercial contracts, service agreements, employment documents, and general business correspondence, an authorised signature without a seal is fully legally effective.
- Deeds: Special ConsiderationsA deed is the highest category of legal document — examples include land transfer instruments, long-term leases, powers of attorney, and certain financing arrangements. For a deed to be validly executed by a company, the Companies Ordinance permits either the common seal or the authorised signature method. However, the document must expressly state that it is "executed as a deed by the company," and the delivery requirement for deeds must be satisfied. Neither method has inherent legal superiority over the other for this purpose.
- Practical Evidential Value of the SealWhile legally equivalent in most contexts, a document bearing the common seal impression does carry practical advantages in dispute scenarios. The embossed impression provides visible, physical evidence that the company formally authenticated the document — an evidence point that is harder to challenge than a question over whether a signatory had authority. For high-value contracts, long-term arrangements, or transactions involving fixed assets, using the common seal is the more conservative and defensible practice.
- Bank Account OperationsAs noted above, banks require both the seal impression and the authorised signature on account-related documents. This is a bank operational requirement independent of the legal equivalence provisions of the Companies Ordinance. When opening a company bank account in Hong Kong, the bank will register a specimen impression of the seal and signature. Subsequent payment instructions that do not match the registered specimen — even if signed by a validly authorised person — may be rejected. Ensuring the bank's records are updated promptly whenever the seal or authorised signatories change is essential for uninterrupted account operations.
How to Get a Company Seal Made in Hong Kong
There is no official government body in Hong Kong that issues or approves company seals. Companies are free to have their seals made through any of three primary channels.
- Route 1: Through a Licensed Trust or Company Service Provider (TCSP) Incorporation Package
The most common approach for newly incorporated companies is to obtain seals as part of the company formation package provided by a licensed TCSP. Most formation packages include a "company kit" (公司綠盒) containing the statutory records — articles of association, registers, share certificates — together with a common seal, signature chop, and round chop, all engraved with the exact company name as it appears on the Certificate of Incorporation.
This route provides the highest assurance of name accuracy, as the TCSP works directly from the CI and BR issued by the Companies Registry. It is also the most convenient for founders who want to complete all incorporation formalities through a single provider. For an overview of what the full incorporation process involves and costs, our guide to Hong Kong company formation costs provides a complete breakdown.
- Route 2: Local Professional Stamp-Making Shops
Stamp-making shops are found throughout Hong Kong's commercial districts. To order a company seal, you bring the Certificate of Incorporation or Business Registration Certificate as proof of the company's registered name. Same-day or next-day collection is typically available, making this route appropriate for urgent replacements or when the formation package does not include a specific seal type needed.
Typical costs: HK$50–HK$150 for a signature chop or round chop; higher for a common seal depending on the manufacturer. When using a local shop, confirm explicitly that the maker is familiar with the Companies Ordinance requirements — specifically, that the full registered name (not an abbreviated trading name) will be engraved, and that the common seal will be metal, not rubber.
- Route 3: Online Order
Several licensed seal suppliers and online platforms accept online orders for Hong Kong company seals, with production and delivery arranged remotely. This option is convenient for non-urgent orders.
The key risk is accuracy — the company name on the seal must exactly match the registered name on the CI. Any discrepancy, however minor, means the seal does not meet the statutory requirements and may be rejected by banks or counterparties.
Before placing an online order, confirm that the supplier is familiar with Hong Kong Companies Ordinance specifications, and review the final proof of the engraved name carefully before approving production.
Are Electronic Company Seals Valid in Hong Kong?
The increasing prevalence of electronic contracts and digital document execution has led many founders to ask whether an electronically generated company seal image — applied to a PDF document — carries legal force in Hong Kong.
What Electronic Seals Are
Online tools and design platforms allow users to generate a circular or rectangular seal image bearing the company name, which can be saved as a PNG file with a transparent background and overlaid on PDF documents. These images look like a company chop and are used in electronic contracts, internal approvals, and digital invoices.
Legal Basis in Hong Kong
The validity of electronic documents and electronic signatures in Hong Kong is governed by the Electronic Transactions Ordinance (Cap. 553). Under that Ordinance, an electronic record that reliably identifies the company as its originator and indicates the company's intention to adopt the document is capable of being legally recognised. On this basis, a properly applied electronic seal image, used in the context of a legitimate electronic contract platform, can have legal effect in Hong Kong.
4 Practical Limitations
- Banks and financial institutions: The vast majority of Hong Kong banks currently require physical seal impressions on original paper documents for account-related transactions — account opening, mandate changes, payment authority documentation, and similar. Electronic seal images are not accepted for these purposes.
- Cross-border transactions: The acceptance of electronic seals depends entirely on the law and commercial practice of the counterparty's jurisdiction. Mainland Chinese companies operate under a seal-dependent document execution system where physical chops are essential — electronic images are generally not accepted and may cause transactions to stall or fail.
- High-risk legal documents: For deeds, financing documents, share transfers, and other high-consequence legal instruments, physical seals and wet ink signatures remain the industry standard. Using an electronic seal image for these documents introduces unnecessary legal uncertainty.
- Platform security: A PNG image of a seal provides no authentication of the identity of the person who applied it and no audit trail of when or by whom it was used. Professional electronic signature platforms such as DocuSign or Adobe Sign, by contrast, provide timestamped, identity-verified signing records that carry significantly stronger evidentiary weight than an image overlay.
Practical recommendation: For routine internal approvals, low-risk supplier communications, and electronic invoices where the counterparty has confirmed acceptance of electronic documents, an electronic seal image used through a reputable e-signature platform is a practical and legally defensible choice. For bank documents, government filings, Mainland Chinese counterparties, and high-value legal instruments, physical seals on original paper documents remain the required standard.
Hong Kong vs Mainland China: Fundamental Differences in Company Seal Systems
For Hong Kong companies operating across the border — whether signing contracts with Mainland suppliers, opening Mainland bank accounts, or establishing a WFOE or representative office — understanding the fundamental differences between the two seal systems is essential. Applying Hong Kong assumptions to a Mainland context is one of the most common sources of documentation problems in cross-border business.
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The Fundamental Conceptual Difference
In Hong Kong, the authorised signature of a named individual is the primary mechanism by which a company executes documents. The seal is a supplementary formality that adds visibility and evidential weight. If there is no seal, the document can still be valid.
In Mainland China, the physical seal (公章) is the primary mechanism of corporate authorisation. A document signed by the legal representative but not bearing the company's official chop is commonly treated as not formally authorised by the company, regardless of the signatory's authority. The seal, not the person, is the primary expression of corporate will.
Practical Implications for Hong Kong SMEs with Mainland Operations
For any Hong Kong limited company that:
- Signs contracts with Mainland Chinese counterparties
- Operates a WFOE, representative office, or partnership entity in Mainland China
- Opens or manages a Mainland Chinese bank account
- Is party to any document governed by PRC law
It is strongly advisable to have a complete set of physical company seals — at minimum the common seal and signature chop — even though Hong Kong law does not require them. Mainland counterparties and institutions routinely evaluate the formality and seriousness of a Hong Kong company in part by whether it presents documents with a proper chop. The absence of a seal can create friction, delay approvals, and in some cases lead to a document being returned as insufficient — even if it is perfectly valid under Hong Kong law.
For a broader overview of what operating across the Hong Kong-Mainland border involves from a financial and payments perspective, our guide to cross-border payments for Hong Kong businesses covers the key considerations.
What to Do If Your Company Seal Is Lost
A missing company seal represents an immediate operational and legal risk. In the wrong hands, it can be used to execute fraudulent contracts, issue unauthorised share certificates, or give false instructions to the company's bank. The following three-step process should be initiated as soon as a seal loss is discovered.
Step 1: Convene a Board Resolution to Invalidate the Lost Seal
The first action — before notifying anyone externally — is to convene a board meeting (or pass a written board resolution if a meeting cannot be convened immediately) formally recording the following:
- The fact and date of the seal loss
- A formal resolution declaring the lost seal immediately void and of no legal effect — meaning any document bearing that seal impression after the date of the resolution is not authorised by the company
- Authorisation for the management to commission a replacement seal
- Authorisation for the company secretary and/or designated directors to notify the bank and other counterparties
The resolution must be recorded in full in the company's board minutes or written resolution records, including the date of loss, the invalidation decision, and the authorisation for replacement. This record provides the evidentiary foundation for the company's position that any post-loss documents bearing the old seal were not executed with the company's authority.
If there is any reason to believe the seal was stolen rather than simply lost, or if there is a risk of immediate misuse, filing a police report contemporaneously is advisable. The report number can be presented to the bank and any affected counterparties as corroborating evidence that the seal was reported missing and that any use after the report date was unauthorised.
Step 2: Notify the Bank and Key Counterparties in Writing
Immediately following the board resolution, written notice must be sent to:
- All banks where the company holds accounts: The notice should formally advise that the company's seal impression registered on the account mandate has been voided as of the specified date, and that the bank should immediately cease accepting any documents bearing the old seal impression. It should request an update of the bank's records to reflect the new seal (once made), and an interim arrangement for the authorisation of payments in the period between the invalidation and the registration of the new seal.
- Key clients, suppliers, and counterparties: A formal written notification — by registered post, email, or personal delivery — advising that the company's seal has been lost and declared void as of the specified date, and that any document purporting to bear the company's seal issued after that date should not be treated as authorised by the company pending receipt of new contact from the company. The notification should clearly identify the company, the date of loss, and the effective date of invalidation.
The speed of these notifications is critical. Every day that passes without notification is a day during which a third party may in good faith accept a document bearing the lost seal and become entitled to rely on it. The company's legal exposure to claims arising from unauthorised use of the lost seal may be reduced if it can demonstrate that it notified relevant parties promptly.
Step 3: Commission a Replacement Seal With a Design Adjustment
Contact a reputable seal maker to commission a new common seal and any other seals that were lost. For the replacement seal, it is advisable to introduce a minor design variation from the original — for example, a slight change in the thickness of the outer ring, the style of punctuation, or the spacing of text. This serves two practical purposes: it makes the old and new impressions distinguishable to the trained eye, and it enables the company to demonstrate that any document bearing the old impression was made before the replacement was commissioned.
Once the new seal is received, the company secretary should:
- Update the bank's records with a new authorised signatory and seal specimen form (this will require a board resolution and attendance at the bank by the appropriate directors)
- Update the company's internal seal custody records
- Establish or reinforce the seal usage protocol described below
Prevention: Best Practices for Seal Custody and Control
Company seals — particularly the common seal — should be treated as high-security items. Best practice includes:
- Storing the seal in a locked security facility (a safe or locked cabinet with restricted key access), accessible only to designated authorised custodians
- Implementing a formal seal usage register: every use of the seal must be recorded with the date, the document name, the purpose, the name of the person applying the seal, and the name of the approving officer
- Requiring a written request and management approval for each use of the common seal — no ad hoc or undocumented applications
- Never permitting the seal to be removed from the office or handled by external parties without the presence and oversight of an authorised employee
- Conducting periodic audits of seal custody records to confirm that all uses are documented and authorised
These controls are directly analogous to the financial controls — such as maker-checker approval processes — that well-governed companies apply to their payment authorisation workflows. Our guide on the maker-checker process for business financial controls provides a useful framework for thinking about dual-authorisation controls that can be applied to seal usage.
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Frequently Asked Questions
Are there mandatory size requirements for a company seal?
The Companies Ordinance does not specify a mandatory size for the common seal. The industry standard for the common seal is a diameter of approximately 38mm, with an acceptable range of 35–45mm. Signature chops are typically 20–25mm in height by 55–65mm in width; round chops are typically 21–24mm in diameter. These are industry conventions rather than statutory requirements.
Do I need all three types of seal when setting up a new company?
Not necessarily. The right combination depends on your business profile. A company operating primarily within Hong Kong on standard commercial contracts, with a local bank account, will typically need a signature chop and round chop for day-to-day use, with a common seal optional. If the company deals with Mainland Chinese counterparties, undertakes land or property transactions, or issues share certificates, a common seal is advisable. For new companies, obtaining all three types through the formation package at the outset is the most cost-efficient approach.
What are the consequences of failing to display the company name on a seal?
Under Section 659 of the Companies Ordinance and the Companies (Disclosure of Company Name and Limited Liability) Regulation (Cap. 622B), a company is required to display its registered name clearly on all correspondence, transaction documents, website, and any document bearing the common seal. Failure to comply is a criminal offence, and the company and every responsible officer may each be liable to a Level 3 fine (currently HK$10,000).
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