Hong Kong’s company seal requirements have changed significantly following the 2014 Companies Ordinance reforms, but confusion remains common among business owners. This guide explains what the law actually says, which seals you need, and how to manage corporate formalities effectively.
Under the previous Companies Ordinance (Cap. 32), every Hong Kong company was legally required to maintain a common seal with the company name engraved in legible characters. This metallic seal was essential for executing deeds, issuing share certificates, and other significant documents.
However, with the enactment of the new Companies Ordinance (Cap. 622) on 3 March 2014, the mandatory requirement was abolished. Section 124(1) of the new CO provides that keeping and using a common seal is now entirely optional. No Hong Kong company is legally required to obtain or use one.
What Is a Common Seal?
A common seal (also called a corporate seal) is a metallic embossing stamp used to authenticate business documents, leaving a raised impression on paper. It traditionally functions as the company’s formal physical signature on legal documents such as deeds, share certificates, and significant agreements.
If a company chooses to maintain a common seal, Section 124 of the Companies Ordinance sets two requirements: the seal must be metallic, and the company name must appear by engraving — not printing or labelling.
Alternative Methods of Document Execution
Since the 2014 reforms, companies can legally execute documents without any seal. Section 127(3) of the Companies Ordinance specifies the signature-based alternatives:
· For a company with only one director: the document may be signed by that sole director on the company’s behalf
· For a company with two or more directors: the document may be signed by two directors, or by one director together with the company secretary
A document signed in this manner has the same legal effect as if it had been executed under the company’s common seal. Even deeds can be executed without a seal using these signature methods.
Types of Company Stamps in Hong Kong
While not legally required, several types of stamps remain common in Hong Kong business practice:
Common Seal (Metal Embosser). The most formal execution tool, traditionally used for deeds and significant legal documents. Its use is optional and governed by the company’s Articles of Association.
Official Seal. Used by companies with operations outside Hong Kong, allowing a branch or representative office to execute documents on behalf of the head office.
Securities Seal. A specialised seal for issuing share certificates and securities, which may include additional security features.
Rectangular Company Chop (Signature Stamp). The most commonly used format in daily operations, typically including the phrase “For and on behalf of” followed by the company name and a space for an authorised signature. This stamp is generally used together with a director’s signature for contracts and formal correspondence.
Circular Company Chop. This stamp usually contains the company name only (in English, Chinese, or both) and is frequently used for administrative purposes, routine confirmations, and acknowledgements rather than formal execution.
Registration Requirements
Company stamps and chops in Hong Kong do not require registration with government authorities. They can be produced through commercial stamp makers. However, if a company chooses to adopt or cancel a common seal, the procedure is a matter for the company to decide, having regard to the applicable provisions in its Articles of Association and usual corporate practice.
Practical Considerations for Foreign Businesses
Although seals are not legally required, several practical reasons explain why many companies continue to use them:
Banking and Property Transactions. Local and overseas banks may still request stamped documents for account opening or loan purposes. Property transactions involving deeds often retain formal execution requirements.
Investor or Partner Preference. Some investors, particularly from traditional sectors, expect contracts or shareholder agreements to be stamped with an official seal.
Mainland China Connections. When dealing with partners in Mainland China, using a seal helps signal authenticity and meet regulatory expectations. In China, company chops are legally required for official business procedures.
Perceived Formality. A stamped document adds a layer of perceived authenticity and professionalism, particularly when dealing with Asian counterparties accustomed to chop usage.
Governance and Best Practices
If your company decides to maintain seals, proper governance is essential:
· Authorisation. Access should be restricted to authorised personnel, and its use governed by internal protocols. Misuse or unauthorised stamping can expose a company to legal risk.
· Board Resolution. A board resolution should specify when and how the seal can be used, such as requiring joint authorisation by two officers.
· Secure Storage. Keep the seal in a secure location, ideally under lock and key, and maintain a usage log to record when the seal is used, on which documents, and who witnessed the impression.
When to Choose a Common Seal
For most foreign founders setting up in Hong Kong, a common seal is not necessary. However, you may still want one if:
· Specific banks, investors, or overseas counterparties require it for certain documents
· Your business regularly engages with Mainland China entities
· You operate in traditional sectors where seals remain customary
The legal requirements for company seals in Hong Kong have been significantly relaxed since the 2014 Companies Ordinance reforms. While seals remain optional, understanding their proper use and governance is important for any company operating in or with Hong Kong. The decision to maintain a common seal should be based on practical business needs — primarily banking requirements, counterparty expectations, and cross-border operations — rather than legal obligation.
