Q&A on The Corporate/Company Seal

When talking to clients we often get asked:

Is the company or corporate “seal” required? and What is it’s main function?

The corporate seal is a tool used to stamp or emboss your important documents to show that the document is certified by and agreed upon by the Board of Directors of the company.  The seal contains the company’s name, year of incorporation, and the state filed in.  Think of the seal as the official signature of the company.

Documents you might want sealed, are employment and vendor contracts, minutes of  Directors meetings, leases, agreements of sale, loan documents, and other commitments by the company.

The  company  may adopt  a seal, change it as needed, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.   This is usually done in the organizational meeting, called by the initial Director of the company.   This meeting is normally held as soon as possible after incorporating.  Once this meeting is held and the proper documents are signed, sealed and placed in the minute book, the corporation or LLC has the authority  to conduct the day-to-day operations of the business.

One of the first orders of business in this meeting is the issuing of stock, for a corporation, or issuing membership certificates, for an LLC.  The seal can also be used to stamp the stock / membership certificates, along with the signature of the President.  This is important because the certificates and the board resolution authorizing the issuance of the certificates are the evidence that prove ownership in the entity. Making sure the stock certificates are properly stamped and signed by the President can make it harder for someone to claim ownership with fraudulent certificates, which does happen from time to time.

It is typical for the secretary to keep possession of the seal in order to stamp office documents, however the Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

The corporate seal has been used in some form since Roman Times.  During the middle ages, the seal was stamped in melted wax, which assured that no one had tampered with the document and that the document was authentically signed by the person whose name appears on it.

Do you need one?  It’s not legally required, but many companies form the beginning of business history have chosen to adopt and use the Company, or Corporate seal.  For more information on the seal, or to order additional seals for you company, contact Harvard Business Services.