Key Takeaways

  • A corporate seal in California is optional and holds symbolic rather than legal significance.
  • The seal may include the company name, incorporation state, and founding date.
  • It is no longer legally required to execute contracts or documents in California.
  • Despite its limited legal function, seals are still used to add formality or meet specific institutional requirements.
  • You can buy a corporate seal online or from a stationery store after forming your business.
  • Some U.S. states still recognize corporate seals for extended statute of limitations on contracts.

A corporate seal California is a round metal stamp that usually contains a company's name, along with details about when and where it was created. Limited liability companies use the seal to mark important papers such as contracts and agreements.

For a corporation, the seal represents an official mark. It is used to stamp all legal documents related to that company, as official proof of its existence. Although important in the past, the corporate seal is today primarily a symbol. It has been stripped of most of its legal importance because nowadays documents must be signed by an authorized party within the company to be valid.

Corporate Seal Uses and Importance

In California, a valid seal must contain:

  • The exact date a company came into existence.
  • Its current state of incorporation.
  • The words “corporate seal.”

Having properly identified the company it represents, the seal can then be used as a type of signature on some legal documents, such as when opening an account with some banks.

Although every state has its own laws determining how a corporate seal applies to business endeavors, nearly all of them have eliminated any official distinction between documents that bear a company seal and those that don't. Some states, such as California and Montana, have eliminated differences between sealed and unsealed documents by enacting a special statute. Other states, such as Arizona, simply deemed it unnecessary on official documents.

However, in some states, a corporate seal still holds some value. In Delaware, for example, a written contract has a statute of limitations of three years if it's unsealed, while a contract under seal has no time limit on the statute of limitations. A similar situation occurs in Massachusetts, where a sealed contract has a statute of limitations of 20 years, while a contract without a corporate seal only has six years. This difference between the validity of written contracts' statutes of limitation is found in about 13 U.S. states.

When a Corporate Seal May Still Be Needed

While a corporate seal is not required in California, there are specific instances where its use might still be encouraged:

  • Banking purposes: Some financial institutions may request a seal to open business accounts or authorize corporate resolutions.
  • International business: Foreign entities or government agencies may require a seal on documents for validation.
  • Real estate transactions: Certain property agreements might still include a space for corporate seals, especially if notarized.
  • Internal formalities: Companies may choose to use seals on stock certificates or meeting minutes for consistency and tradition.

In these cases, using a corporate seal serves more as a formality or preference rather than fulfilling a legal obligation.

How to Get a Corporate Seal

  • Because a corporation is a state institution and not a federal one, the first step when getting a corporate seal is registering the company with the secretary of state.
  • Because it is not a legally required step when creating a company, the corporate seal is not issued by the secretary of state. There are, however, many stationery or office supply stores at which you can get your corporate seal made. You can also do this online.
  • Another step is deciding what the seal will contain. Typically, a seal must contain the corporation's name, as well as its state of incorporation and the date it was founded. Companies can also add their logos to the seal. As it is no longer legally binding, a corporate seal can be made in any way the people in charge of the company want. However, most stores where you can design and buy a seal only offer standard designs.
  • You can choose from many embosser types, depending on style, ease of use, and quality.
  • Because it is not a state-made product, you must buy your corporate seal.

What to Include in a Corporate Seal

Though there’s flexibility in design, a traditional corporate seal typically contains:

  • The full legal name of the corporation or LLC
  • The state of incorporation (e.g., “California”)
  • The year of incorporation
  • The phrase “Corporate Seal”
  • (Optional) Company logo or emblem

You may choose from handheld embossers, desktop models, or digital seals. While many vendors follow a standard layout, some offer custom options depending on your branding needs.

The Corporate Seal in California

The state's Civil Code Section 1628 states that there is no official legal distinction between sealed and unsealed documents. This is consistent throughout the United States. In other words, although a company might choose to use a corporate seal on its documents, it makes no difference in the way that document is regarded legally. If a company still wishes to use one, plenty of physical and online stores can provide it.

California law states that a corporation has all the legal rights and responsibilities of a person, including the right to create and use a seal and modify it at will. There is, however, no negative effect in not having or using such a seal. The company can operate freely without it, both within the state lines as well as in other states or abroad.

Legal Perspective on Seals in California

According to California Civil Code Section 1628, there is no longer a legal distinction between sealed and unsealed contracts. The state does not require, enforce, or legally recognize a corporate seal as proof of authorization. Instead, documents must be executed by an authorized officer or agent of the corporation.

Moreover:

  • California corporations are granted the right to create and alter their seal under California Corporations Code Section 207.
  • Use of a seal is entirely discretionary—it does not affect the enforceability or validity of a contract.
  • Courts in California will not invalidate a document for lack of a corporate seal if all other execution formalities are met.

This aligns with broader legal trends across the U.S., where most states no longer recognize sealed contracts as a separate legal category, though exceptions remain in states like Delaware and Massachusetts.

Frequently Asked Questions

  • Is a corporate seal required in California?
    No, it is not legally required. California does not distinguish between sealed and unsealed documents.
  • What does a corporate seal usually include?
    A typical corporate seal includes the company’s name, state of incorporation, year of formation, and the term "Corporate Seal."
  • Can I create a corporate seal myself?
    Yes. Once your company is registered, you can purchase a seal from office supply stores or online retailers. You design it based on company preference.
  • Are there legal benefits to having a seal?
    Not in California. However, some states extend the statute of limitations on sealed contracts. Also, some banks or institutions may still request one.
  • Is there a digital version of a corporate seal?
    Yes. Businesses increasingly use digital seals for electronic documents, especially when dealing with clients or entities that accept virtual forms of authentication.

If you need help with a California corporate seal, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.