The one constant among businesses is the sheer volume of paperwork that must be processed. Your firm’s office manager and legal counsel will see a lot of paper during their workdays. This paper will range from Christmas cards delivered red to clients to bills and share certificates.
Stamps and seals bearing the company’s name and logo are essential aids in authenticating and processing each of these papers. Whether your business requires a company stamp or a corporate seal may seem like a simple question, but the rules and regulations in effect in your country may make the determination a challenge.
Organizational Entities Eligible to Use a Company Seal
A corporation can create its seal, modify it as needed, and use it whenever papers require it by affixing, impressing, or printing it. This choice is typically made at the first board meeting conducted after the company is incorporated at the request of the company’s first director. Following the completion of this meeting and the signing, sealing, and recording of the necessary documents in the minutes’ book, the corporation or LLC will have the authority to carry out its day-to-day operations.
The distribution of shares (in the case of a corporation) or membership certificates (in the case of an organization) will likely be one of the first items on the agenda (for an LLC). The president’s signature and the company seal can be used to authenticate stock or membership certificates.
More often than not, companies entrust reputable seal-making companies to generate their signature seals. Kiasuprint is one such company developing unique and excellent stamps and seals.
Evidence of ownership in a business entity can be found in stock certificates and a resolution authorizing the issuance of stock certificates passed by the Board of Directors. An LLC’s digital seal can be seen on various essential documents, including the Operating Agreement, membership certificates, banking resolutions, invoices, receipts, etc.
Bylaws, stock certificates, and minutes benefit from having the corporate seal affixed. It’s important to have stock certificates adequately stamped and signed by the president to reduce the risk of fake ownership claims.
History of Corporate Stamps
Before we dive into the specifics, let’s ensure everyone has a firm grasp of the origins of corporate seals. The “seal” was formerly a blob of wax used to seal scrolls of paper (and, subsequently, envelopes) to ensure the secrecy of their contents while in transit. The lump of wax would be stamped with an image of a family’s coat of arms or another formal emblem. This had two purposes: it kept the resin in place and identified who had sent the letter. A “seal” is a mixture of wax and an imprinted image.
If the document’s seal remained unbroken upon delivery, the recipient might rest assured that the contents were as promised. However, if the recipient noticed that the seal had been broken, they would have known that the document could have been altered.
These days, we use a “common seal” to do the same thing, signaling to the recipient that the document is genuine and contains the corporation’s legally binding endorsement. A company’s seal consists of both an image and an actual stamp.
Companies use a wide variety of seals and stamps for various purposes.
1. Common Seal
Embossing a document with a standard seal or a metal casting is another form of corporate seal. Legal standing is communicated to the receiver by the embossment. These typical seals are not easily accessible, which is another crucial fact to remember. Some nations only allow registered manufacturers to produce official seals. If your business needs one, you must get it only from a legitimate supplier recognized by the government.
2. Company Stamp
A company stamp is often a reusable ink stamp intended to cut down on paperwork. A corporate stamp is more of a formality than a law, but it is still valid. A chief executive officer, for instance, may save time by having a rubber ink stamp made of their signature, allowing them to sign documents without actually touching the ink.
Documents such as direct mail pieces benefit significantly from this. The company’s name, address, EIN, etc., can all be included on a stamp along with other essential legal details. Legal papers, such as customer invoices, can be stamped with these seals.
Singapore Context
Singapore corporations use a “common seal” and a “company stamp.”
Share certificates, various deeds, and formal contracts that are required to include the company’s seal were embossed with the common seal, which was used before 2017. Section 41 of the Companies Act was updated in 2017 to remove the obligation to use a common seal. However, its continued use is permissible.
In contrast, most official company documents—invoices, business letters, statements of account, etc.—bear the corporate stamp, an ink stamp that must adhere to specific standards.
Documents Requiring Corporate Seals
This will depend on the nature of the document you are transmitting and the local regulations in the country where you conduct business. In cases when your firm initiates a contract under foreign law, a common seal may be required even though a common seal is no longer required by law in Singapore, and the directors’ signature is acceptable as proof. The company stamp will make your life easier if you regularly need to present corporate information on paperwork.
To comply with section 144(1A) of the CA, a company’s registration number must be clearly shown on all documents issued or purportedly issued by or on behalf of the firm, including but not limited to business letters, statements of account, invoices, official notices, and publications. This means that specific papers are suitable for using the stamp on.
Existing companies incorporated before March 31, 2017, can modify their charters to eliminate the standard seal provisions. Legal counsel and the company secretary can initiate a constitutional modification. A business secretary may preserve the common seal to ensure it is used correctly if the company still uses a common seal. If a person is authorized to process corporate documents on behalf of the firm, the corporation may entrust that individual with the company stamp.
- Worker and Supplier Agreement
- Board Meeting Minutes
- Leases
- Sale Agreements
- Loan Paperwork
- The company’s other obligations
There are various reasons why a company or limited liability company may want to have a seal, although neither state law nor corporate policy mandates their use. Some examples are as follows:
- Corporations and limited liability companies may be compelled to use a corporate seal by the state government that oversees them and by customers of financial institutions that maintain accounts for the firm, vendors, and lenders.
- A seal affixed to a document can help prevent fraud, as the forger would likely not have access to the corporate or company seal.
- Using a seal makes the corporation’s or LLC’s documents stand out.
- Symbolic gestures of authenticity can also be appreciated, especially by recipients of internal documents like shareholders and members.
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Conclusion
The binding force of a corporate or company seal may vary from one state to the next. Proof of authorization or additional evidence of authenticity, but not absolute proof, of an original document. And in some situations, it may be nothing more than a symbolic act having no bearing on the legitimacy of the paper.
