The General Seal of a Company in Hong Kong: Requirements and Standard Sizes

In Hong Kong, the general seal (often referred to as the common seal) is a metal stamp that represents the company's official signature. While its mandatory use has been abolished under the new Companies Ordinance (Cap. 622), it remains a vital tool for executing certain deeds and formal documents, and many companies continue to use it for important contracts for added solemnity.

What is the General Seal?

The general seal is a physical embossing seal that typically impresses the company's name onto a document. Its use is governed by the company's Articles of Association. Historically, it was mandatory for a company to have a common seal to execute documents. However, the Companies Ordinance (Cap. 622) modernized this requirement.

Key Changes under the New Companies Ordinance (Cap. 622)

· Abolition of Mandatory Use: Since March 2014, it is no longer a legal requirement for a Hong Kong company to have a general seal.
· Execution of Documents: A company can now execute a document by having it signed by either:
 1. Two authorized signatories (e.g., two directors or a director and the company secretary); or
 2. By a director of the company in the presence of a witness.
· Continued Relevance: Despite not being mandatory, the seal is still used for certain transactions, such as executing deeds (e.g., property transactions, certain powers of attorney) where a seal is traditionally expected. The company's Articles of Association may also specify its use.

Standard Sizes for a General Seal in Hong Kong

There is no legally prescribed size for a general seal. The size is a matter of practicality and convention. The most common and widely accepted size is:

38mm (1.5 inches) in diameter.

This size is considered the standard because:

· It is large enough to be clearly visible and legible.
· It fits neatly in the margin or signature area of most standard documents (e.g., A4 and legal-size paper).
· It is the size most commonly stocked and recommended by seal manufacturers and corporate service providers in Hong Kong.

Other Available Sizes: While 38mm is the standard, companies can order seals in other sizes based on preference or specific needs:

· Smaller Sizes: 25mm or 30mm. These might be used if a company wants a less obtrusive seal or for specific types of stationery.
· Larger Sizes: 45mm or 50mm. These are less common but may be used for larger certificates or ceremonial documents.

What Information is on the General Seal?

The seal must clearly display the company's name exactly as it appears on its Certificate of Incorporation. It can also include the company's registration number, although this is not a legal requirement.

Example for a company with both English and Chinese names:

· Outer Ring: Company Name Limited
· Inner Ring: 香港公司名稱有限公司
· Center: Company Registration No.: 12345678

Example for a company with only an English name:

· Outer Ring: Company Name Limited
· Center: Company Registration No.: 12345678

While the general seal is no longer a mandatory requirement for Hong Kong companies, it remains a symbol of corporate authority. The standard size of 38mm (1.5 inches) is the practical choice for most businesses. When deciding whether to make a seal, a company should consider its intended use, the requirements of its business partners, and any specific provisions in its Articles of Association.