What Is a Common Seal in Hong Kong, and Do You Need It Anymore?
- Published: 9 June 2025
- 9 min read
- Starting a Company, Running a Business
Rodney Wong
Author
Rodney helps customers in Hong Kong navigate the details and benefits of our products and services, showing how technology can be a game changer for their business. A strong advocate for the power of the written word, he makes tech topics accessible, relevant, and, above all, practical—empowering entrepreneurs to pursue their big ideas.
Are common seals still necessary for businesses in Hong Kong? A common seal, or corporate seal, is traditionally used to authenticate company documents. However, recent changes in Hong Kong legislation and the new ordinance have made its use optional. This article will explain what a common seal is, how it’s used, and whether your company needs one today.
Key Takeaways
- The common seal in Hong Kong is no longer compulsory under common law due to the 2014 Companies Ordinance revision, allowing flexibility in document execution methods.
- While the common seal serves a traditional role in authenticating significant documents, many entities prefer the convenience of a company chop or alternatives such as manual and electronic signatures.
- Companies incorporated in Hong Kong now have the option to execute documents using their own signature or other authorised methods without relying solely on the company's common seal.
What Is the Common Seal?
A common seal, also known as a company seal or corporate seal, serves a crucial role in authenticating and legalising documents, including company seals.
It embosses the company name, making the business documents official and legally significant with a company stamp, for example, to act as an official signature for signing significant legal agreements, assignments, or contracts.
This practice is deeply rooted in common law jurisdictions, including:
- Hong Kong law
- Australia
- Canada
- India
- New Zealand
- the UK
The presence of a company seal on a document signifies that the document has been authorised by the company and holds legal authenticity. Traditionally, this metallic seal was essential for signing agreements, share certificates, and other significant documents, ensuring they were recognised as official and binding.
In Hong Kong, the common seal remains recognised, although its mandatory status has changed. The seal provides trust and verification, long respected in the business community.
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Common Seal vs Company Chop
Both the common seal and the company chop authenticate documents, but they differ in form and function. A company's common seal embosses information onto documents, making it a more permanent and formal mark. In contrast, a company chop is a rubber stamp that imprints the company’s details.
In Hong Kong, the company chop is often preferred for routine business operations because of its convenience and speed. It carries the same legal weight as an official signature when used on legal agreements, making it a practical tool for everyday transactions. For more formal agreements and legal matters, the common seal is often deemed more essential.
The Common Seal can be substituted by the official signature of a sole director, signatures from two directors or more, or the official signature of the company secretary.
Despite the company seal’s traditional significance, some businesses prefer the company chops for their ease of use. It can serve as proof of the company’s intention in legal relations, often replacing the need for multiple signatures. Ultimately, the choice between a common seal and a company chop depends on the directors and what the company chooses, and the formality of the agreements being executed.
Aspect | Common Seal 🏛️ | Company Chop 🖋️ |
|---|---|---|
| Form | Metal embossing tool | Rubber stamp |
| Usage | Formal agreements, legal documents | Routine business transactions |
| Impression | Embosses into paper | Stamps ink with company details |
| Legal Status in HK | Optional, still used for formalities | Commonly accepted as legally binding |
| Convenience | Less convenient, more secure | Quick, easy to use |
| Preference | Chosen for tradition and formality | Preferred for daily use |
Uses of the Common Seal
The primary function of the Hong Kong common seal is to make business documents legally binding and official. When affixed to important papers such as share certificates and employee contracts, the corporate seal signifies their authenticity and legal significance. Once sealed, the corporate seal makes business documents official and legally enforceable.
The process of affixing the corporate seal is typically carried out by the company’s directors or authorised executives. This monitors the use of the seal, ensuring only authorised documents bear the company’s official mark.
In practice, the seal is used on legal contracts, share certificates, and other vendor partner agreements. The common seal makes business documents official and legally recognised as legitimate and binding under common law jurisdiction.
Is the Common Seal Mandatory for Hong Kong Companies?
The legal landscape for the necessity of a common seal in Hong Kong shifted significantly with the 2014 revision of the Companies Ordinance. With the new Companies Ordinance, the requirement for companies to maintain a common seal was removed, making it no longer compulsory for companies to have one. The new Companies Ordinance change was part of broader reforms to simplify corporate governance and streamline company operations.
The new Companies Ordinance allows the use of a common seal if they choose, but it is no longer mandatory under common law. New Hong Kong companies can now execute documents without a common seal after the new ordinance, provided they comply with alternative execution requirements. This flexibility helps companies streamline their processes and reduce administrative burdens.
Removing the company seal requirement in the new Companies Ordinance reflects a modern approach to corporate governance in Hong Kong. By allowing companies to decide whether to use a common seal, the Hong Kong Companies Ordinance provides business directors with the opportunity to adopt practices that best suit their operational needs and legal frameworks.
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How to Obtain a Common Seal
For companies that choose to maintain a common seal, the process of obtaining one is straightforward. The company must submit a design and necessary details to a seal maker, ensuring compliance with legal requirements and alignment with the company’s branding. This design process ensures the seal meets all regulatory standards.
Hong Kong requires the company's common seal to be metallic and engraved with the company’s name. This not only ensures its durability but also provides a clear and official mark on important documents, making them an official voice. The application process must adhere to the company’s Articles of Association, governing the use and custody of the seal.
Obtaining a company seal in Hong Kong costs around HK$400, with additional local mediator fees of about HK$50. Once approved and manufactured, the seal is delivered to the company office, typically within several business days to a couple of weeks. Businesses can also seek assistance from online platforms to streamline the design and purchasing process.
Cancelling a Common Seal
The procedure for cancelling a common seal in Hong Kong generally involves a formal decision by the company’s board of directors or relevant decision makers. While there are no specific statutory requirements in the Companies Ordinance, in practice, a director’s resolution or company board approval is typically necessary to authorise the cancellation of the common seal. This approach ensures proper governance and documentation within the business entity, allowing it to adopt procedures that best suit its operational needs and policies.
While there are no standardised procedures, it is advisable for companies to document the company cancel process clearly. This ensures that all stakeholders are aware of the change and that the company maintains transparency in its operations.
Alternatives to the Common Seal
With the declining use of company seals after the new ordinance, businesses have increasingly turned to alternative methods for authenticating business documents. One alternative is the use of manual signatures from authorised personnel, such as directors or company secretaries, including an authorised official signature. These company secretary signatures are legally significant and binding, and widely accepted as valid document approval.
Electronic signatures are also recognised as a secure and efficient means of authenticating documentation in Hong Kong. These official signatures are particularly useful for companies engaged in online transactions and can be used in place of a common seal.
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Do You Still Need a Common Seal?
The decision to maintain a common seal is ultimately a company-specific choice. Both the common seal and the company chop authenticate documents, but their use depends on the formality required. Companies can refrain from the corporate seal, using alternatives specified in the company's Articles of Association.
For some companies, especially those dealing with international partners like mainland China, the common seal may still hold value for certain formalities. Other business owners or directors may find that alternatives like manual and electronic signatures meet their needs more effectively. The decision to keep or cancel a corporate seal as an authorised signature depends on the company’s internal policies and practices.
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Summary
In conclusion, the company's common seal has long been a staple of corporate governance in Hong Kong, providing a means to authenticate and legalise important documents. However, recent changes to the Hong Kong Companies Ordinance have made the use of a common seal optional, offering companies greater flexibility in their document execution processes.
However, if your business has a presence in mainland China, the company seal is a must-have. By understanding the available options and their implications, companies can make informed decisions that best support their operational goals and legal requirements.
Rodney helps customers in Hong Kong navigate the details and benefits of our products and services, showing how technology can be a game changer for their business. A strong advocate for the power of the written word, he makes tech topics accessible, relevant, and, above all, practical—empowering entrepreneurs to pursue their big ideas.
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FAQ
Is a common seal mandatory for companies in Hong Kong?
Unlike in mainland China, a common seal is not mandatory for companies incorporated in Hong Kong, as the 2014 revision of the Companies Ordinance made its use optional. Therefore, new Hong Kong companies can choose whether to adopt one.
What is the difference between a common seal and a company chop?
In Hong Kong, the common seal embosses information onto business documents to authenticate them, whereas the company chop is a rubber stamp that imprints the company's details.
How can a company obtain a common seal?
A company in Hong Kong can obtain a common seal by submitting a design and required details to a seal maker, ensuring that the seal is metallic and engraved with the company's name. This process is essential for legal documentation purposes.
Are there alternatives to using a common seal?
Yes, alternatives to a common seal include manual signatures from authorised personnel, electronic signatures, and electronic stamps. These methods can effectively authenticate documents while maintaining legal validity.
Can a company cancel its common seal?
A Hong Kong company can cancel its common seal at its discretion, as there are no specific legal requirements under the Hong Kong Companies Ordinance that dictate the procedure for cancellation. The company decides the process in accordance with its internal governance policies, typically through a resolution by the business owners, company directors, or decision makers. This ensures that the cancellation is properly authorised and documented within the company's records.
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