How to Use a Company Seal and Why It Matters

Key Takeaways

• A company seal serves as a formal representation of a business’s legal identity.
• Although no longer legally required in most jurisdictions, it adds professionalism and authenticity to official documents.
• Company seals may be used for stock certificates, real estate deeds, meeting minutes, and legal agreements.
• Some states and foreign jurisdictions still recognize or require company seals for certain formalities.
• Both physical and digital seals are available, and each serves different business needs.
• Proper use of a company seal requires consistency and adherence to internal governance rules.
• Seals are often used in conjunction with a corporate resolution or officer signature to indicate authorization.

How to use a company seal is something you may be faced with if your company has an important set of documents that need to be agreed on by all managers, directors, or board members. Certain business transactions will require the company seal on a document to show confidence and full support of the corporation.

What Is a Company Seal?

A company seal is a way of confirming that a document is certified and agreed upon by all parties involved in the decision making. It is considered the official signature or mark of the corporation. A company seal will include:

• The registered company name
• The year of incorporation
• The state in which it was legally filed
• The company logo

The company seal is usually decided upon in one of the first meetings after incorporation. Once a company seal is adopted, documents signed, and minutes of the meeting recorded, the everyday business can begin. Documents that are sent or filed under company seals are often referred to as "deeds." Whereas documents sent or filed by hand are "written contracts."

The company seal must only be used with authorization from the company directors or appointed committee. When a company seal is given to a document, the signature of a director may also be required along with the countersign of another director, company secretary, or person appointed by the committee.

Traditionally, sealing wax was used to imprint a seal on company documents. More common today is the use of two metal plates engraved with the company seal. The emboss leaves a clear mark on paper when the plates are pressed firmly together. Alternatively, the seal may be left using an ink pad and a rubber stamp.

How a Company Seal Work

A company seal—also called a corporate seal or common seal—is typically a stamp or embossed emblem that includes the company’s name, incorporation year, and state or country of formation. Traditionally affixed to paper documents, it signifies that the document is an official act of the company, much like a signature but with added formality.

When applied, the seal usually appears beside or near the signatures of authorized officers, signaling that the company has reviewed and approved the document. Some businesses also issue digital versions of company seals for electronic documents, especially in remote or paperless operations.

When Might You Need a Company Seal?

Important documents that might need a company seal are:

• Employment contracts
• Vendor agreements
• Sales agreements
• Minutes from meetings
• Leases
• Loan documents
• Government applications
• Legal documents
• Membership certificates
• Stock certificates

If a company seal is needed overseas, the corporation can have an "official seal". This, as well as the information stated in the "common seal", will also state the overseas location in which it is to be used. When the official seal is used abroad, a single person or agent may be authorized to use it on the company's behalf.

Common Documents That May Require a Company Seal

While not legally required in most U.S. jurisdictions, a company seal is often used for documents where formal authorization is expected or preferred. These include:

• Stock certificates or share documents
• Corporate resolutions or board meeting minutes
• Real estate deeds or lease agreements
• Loan documents or promissory notes
• Partnership or joint venture agreements
• International business contracts (some countries still require seals for validity)

In some foreign jurisdictions, a seal is mandatory for certain filings or notarizations, so international businesses may still need one to comply with local laws.

Is a Company Seal Necessary Today?

As many businesses move with the times and transactions occur electronically, the company seal is used less and less. Some states will now recognize the signature of an individual who has been granted authority to act on behalf of the corporation rather than a company seal.

State corporation laws no longer require corporations to issue paper stocks, therefore many organizations have adopted electronic filing systems. While in the past corporate stock certificates needed to be issued to all stockholders and sealed to prove ownership of the stocks, today most stock brokers will issue and keep electronic files.

Legal Standing of a Company Seal

In the United States, the use of company seals is mostly symbolic. The Model Business Corporation Act and many state laws no longer require corporate seals for business validity. A signature from an authorized officer is generally sufficient to execute a binding agreement.

However, some banks, government agencies, and international entities still require or request a seal for formal recognition. In those cases, the presence of a seal can streamline compliance or improve document acceptance.

Tips for Using a Company Seal

• It is important to read the state law regarding company seal requirements.
• Individual state laws may say when and how you can use a company seal.
• Use a company seal only for official company business.
• A seal is considered the corporation's mark.
• Use the seal on all important company documents.
• Use the seal like the company's signature so that it is clear the company is acting.
• A company seal means the agreement enclosed is a corporate act.
• A company seal tells a person reading the document that the company supports the document.
• A seal on a certificate shows the corporation's approval.
• The seal must be kept in good condition.
• Even if the company seal is not a legal requirement it still presents authenticity.
• A fax, email, or photocopy of the seal can act in place of the original seal.

Generally, states still recognize the legal impact of a company seal, however, in the future, a company seal may only serve as a symbol of authenticity or a gesture by a corporation. If you are unsure whether your documents require a company seal it is wise to seek professional advice.

Best Practices for Managing a Company Seal

To ensure proper and secure use of a company seal:

• Designate authorized users – Define who in the organization may use the seal (e.g., officers or legal representatives).
• Maintain consistency – Use the seal in the same way across documents to avoid confusion.
• Store securely – Keep physical seals in a locked cabinet and digital seals in encrypted storage.
• Log usage – Keep a record of when and why the seal is applied to reduce risk of misuse.
• Review bylaws or operating agreements – These may outline specific procedures or approvals for using the seal.

Improper use can lead to confusion about the validity of documents or internal disputes over authority.

Frequently Asked Questions

1. Is a company seal legally required?
   In most U.S. states, company seals are not legally required. However, they may still be expected in some formal or international contexts.
2. What should a company seal include?
   A standard seal includes the business name, incorporation year, and state or country of formation. Some also include a logo or the words "Corporate Seal."
3. Can an LLC use a company seal?
   Yes. Although LLCs are not corporations, they may still choose to adopt and use a company seal for formal documents.
4. Are digital company seals valid?
   Digital seals are increasingly accepted, especially for electronic filings and internal documentation, but they may not suffice where a physical seal is explicitly required.
5. Where can I get a company seal made?
   Company seals can be ordered from corporate kit providers, legal stationery companies, or online vendors that specialize in business formation supplies.

If you need help with how to use a company 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.