This is an ultimate guide to company chops and common seals in Hong Kong.
Issuing official company documents must always be authorised by an official stamp, signature or seal. For some countries, it is mandatory to use a company chop or seal, but for Hong Kong, related laws have changed over the past years concerning the use of a chop or seal.
What is a company chop?
A company chop is the company’s rubber stamp. There are two types: one rectangular and one round. Both are in blue ink and includes the full company name in English or Chinese.
The rectangular ones (sometimes called signing chops) bear the words For and on behalf of, Authorised Signature and a dotted line for the signature.
Purpose of company chops
As implied by its name, before a person signs any contract or application forms, on behalf of a company, the signing chop should be stamped where the signature is required. Otherwise, the person whose signature appears might be personally liable for the contract or application.
The round chop is used in a much informal way, such as acknowledging receipt of documents or making an invoice look more official.
How to get the company chop?
You can design your own company chop and get your chop at providers who make custom company chops.
For clients using Acclime’s incorporation service, company chops are included.
What is a common seal?
The common seal is also called a corporate seal or a company seal.
It is used to stamp important company documents to represent that the documents are certified by the company’s board of directors or decision-makers.
The documents include:
- Share certificates
- Documents executed as deeds
According to the Companies Ordinance section 124, a company’s common seal must be a metallic seal having the company’s name engraved on it.
The company’s common seal must be engraved with (section 124 (2A)):
- The English name, Chinese name or both if the company has both an English and Chinese name
- The English name or Chinese name if the company only has an English or Chinese name
Does your company require a company chop or common seal?
It is unavoidable for a company to use company chops for operation, say affixing signing chop for a lease agreement, application forms for utilities services, different kinds of licence or correspondence with government; affixing round chop for accepting mails or invoices.
It is noteworthy that most Hong Kong banks can be operated by signatures solely without company chops.
The amendment to the Companies Ordinance, effective on 3 March 2014, made the common seal no longer a compulsory requirement for companies in Hong Kong.
In the case that your company already has a common seal, you can decide whether you want to keep the seal or cancel it. Using the common seal to execute documents is optional, and if your company intends to use the common seal, it must be used in accordance with the provisions of the company’s articles of association.
Pursuant to section 127(3), a company may also execute a document with a common seal:
- By having it signed by the director on the company’s behalf, if the company has only one director
- By having it signed by on the company’s behalf by the two directors or any two of the directors, or any of the directors and the company secretary if the company has two or more directors
Company chops are required for operation. Since the amendment to the Companies Ordinance in 2014, it is no longer mandatory to use common seals in Hong Kong unless the documents require a seal. If you have any further questions, feel free to contact Acclime.
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