Although this seal was once considered important for signing official documents as an official signature, time has changed. It prevented individuals from making decisions without the participation of other members of the company. If you`re not sure if your business needs a common seal or chop, it`s best to contact an accountant or lawyer. We`ve come a long way from the days when a signature was all that is needed to legalize documents, but some still retain the traditional way of providing valid documents – as in the case of Hong Kong. Corporate chop or corporate seal, what seal do you need to validate your company`s legal documents? Let`s find out through this article. Most businesses in Hong Kong don`t need a common seal or company chop. However, there are some exceptions. For example, companies that are limited by collateral or have a registered capital of less than HK$100,000 must have a common seal. Companies entitled to issue bonds must also have a common seal. As a contractor, you can decide whether or not to use a common seal. A company can use it or cancel it. In the latest Companies Ordinance, there are no rules establishing procedural requirements on what to do with the company seal in Hong Kong. As the name suggests, before signing a contract or application form on behalf of a company, the signature chop must be stamped if signature is required.
Otherwise, the person whose signature appears could be held personally responsible for the contract or request. According to § 121, paragraph 2, letter b of the new Swiss Code of Obligations, the contract may be concluded in writing by the company in accordance with § 127, paragraph 3, and expressly executed by the company. The new Business Regulation allows businesses to keep or adopt and use their common seals. There is no law that makes the corporate seal mandatory, but there is also no law that can prevent companies from using their common seals. A corporate seal in Hong Kong makes business documents official and legally meaningful. It can serve as your company`s official signature. Since Hong Kong`s new regulations have made the corporate seal optional, a company can choose to use it or not. According to Article 128(1) of the new CO, a company may issue a document as a document without the use of a seal by issuing it in accordance with Article 127 para. 3; that it is performed by society as an act; and to deliver it as an act.
Please refer to the answer to question 5 above on the modalities of implementation pursuant to article 127, paragraph 3. You can design your own company chop and get your chop from suppliers who make custom company chops. The common corporate seal must be engraved with (§ 124 (2A)): If your organization has a common seal under the old company rules, it is up to you to decide whether you want to keep or remove your common seal. There are no specific provisions in the new Companies Ordinance on procedural requirements on what to do with your Hong Kong corporate seal, including signing documents. The company decides on the procedure for accepting or removing a company seal. It should be noted that most Hong Kong banks can be operated by signatures exclusively without corporate chops. In Hong Kong, a company chop simply refers to a company`s stamp. The company`s stamp or company chop (a term of English Indian colonial origin) is colored blue or red and comes in two shapes: rectangular and round.
It has the company name and registration number in English or Chinese. Rectangular stamps are also known as signature chops because the words “For and on behalf of, (Company Name)” are engraved above a dotted line and “Signature authorized” on them. If your Hong Kong company frequently works with companies in mainland China, for formal reasons, it is best to set up a business for your business, as they are considered more important there. However, a company may also issue a document in the manner provided for in Article 127(3). For more information, see the answer to question 5 below. The new CO or the Company Communication (Model Article) (Cap. 622H) do not contain any specific provisions on the procedural obligation for a company to accept or revoke its common label. The procedures for accepting or cancelling a common seal shall be laid down by the company, taking into account the applicable provisions of its statutes and the usual practices and procedures for accepting or cancelling a common seal. In the new Companies Ordinance (CB), there is no concrete line on this. A company is not required to meet the procedural requirements to accept or revoke its common label. However, you cannot submit legal documents or contracts if there is no corporate seal and no signature. This is a fairly common phenomenon in a company, even if the transaction is simple.
No, a company is not obliged to use the common seal of the company if it does not wish to. Even if a company retains its seal, executives can choose whether or not to return documents with the common seal. In Hong Kong, companies do not need to have a common seal, this was enacted in the new Hong Kong Companies Ordinance 2014. The Common Seal is an embossed wax seal used by companies in common law jurisdictions to authenticate documents that are signed on behalf of the company and can also be used to enforce contracts. The receptionist was not aware that a box of toner had not been delivered with the shipment. The sales confirmation, invoice and delivery forms were provided with the company`s cut and returned to the contractor. However, when the error was discovered, the company refused to return or pay for the missing goods. The company also claimed that the receptionist was legally acting on behalf of the company when she tied the chop. However, the opposing company denied the allegations, saying the receptionist had “no authority” to bind the contracts in the case.
If a company decides not to use the common seal, it must comply with the rules of section 127 (3) of the Companies Ordinance. This means that the company must have the document signed as an act by the company and delivered as an act! However, as already mentioned, there are specific rules set out in Article 127 of the new Ordinance on Public Limited Companies. Therefore, there are rules to follow both when rendering documents with the seal and when executing documents without the common seal. A company chop is the hallmark of the company. This is something that goes back to the time of the colonialists and imperialists. The term chop has English Indian colonial roots and is therefore unique only in a few jurisdictions, including Hong Kong. There`s no denying that the Hong Kong corporate seal is now optional, but if your business needs it, Startupr can provide it for you. We provide you with a unique and high quality corporate seal and stamp. All you have to do is click on the order form and enter your company name. Section 127 (Hong Kong Companies Ordinance) allows companies to submit a document under their common seal.
If they choose not to use a corporate seal, they can create and execute documents with: According to the amendments to the Hong Kong Companies Act, in particular the new Hong Kong Companies Ordinance (Cap. 622), which will come into force on 3 March 2014, Hong Kong companies are not required to have a common seal, But each company has the option of whether or not to use its seal. Let`s go over a few questions that many people find difficult to understand when it comes to corporate seals. Depending on availability and other checks, we need approximately 3-5 business days to process your corporate seal order. As soon as the seal is ready, we will notify you and deliver it to your address. Contact our support team today for more information. If you`re a history buff, here are some facts you can use to give some context so you understand how much easier it is to run a business in Hong Kong now. Under the old regulations, every Hong Kong company had to bear a common seal with a legibly engraved company name. It has been used, among other things, to execute acts, issue share certificates. Since the new regulation removed this requirement in 2014, companies are no longer required to use the common label.