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.

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.

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.

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