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A common seal is optional in Hong Kong, most companies don’t legally “need” one in 2026.
Since the Companies Ordinance reforms, companies may choose to have and use a common seal, but it’s no longer a compulsory item. -
You can execute documents without a seal, but real-life counterparties (especially banks) may still ask for one.
Legally, authorised signatories can usually execute documents without the seal. Practically, some banks or conservative counterparties still treat a seal as a comfort check, so it can be useful for smoother workflows. -
Common seal vs company chop: they’re not the same tool.
A common seal is the more formal, traditional execution tool (often embossed), while a company chop is a day-to-day operational stamp used for routine paperwork like invoices, receipts, and internal approvals.
Are common seals still necessary for businesses in Hong Kong? If you’re setting up a company or about to sign something important, it’s a question that tends to show up right on cue, because the common seal Hong Kong companies once treated as “non-negotiable” still gets mentioned a lot in business paperwork.
A common seal (also called a corporate seal) is traditionally used to stamp or emboss company documents to show they’re properly authorised. But under Hong Kong’s updated Companies Ordinance, keeping and using a common seal is now optional, which is great in theory, and slightly confusing in real life when banks or counterparties still ask for it.
This guide breaks down what a common seal is, how it’s used today, and whether your Hong Kong company actually needs one, so you can execute documents correctly and keep deals moving without last-minute surprises.
Decide based on workflow, not tradition: if you mostly sign standard commercial contracts and want speed, set a clear signing process using authorised signatories (and e-signatures where acceptable). Keep a common seal only if you regularly deal with banks, cross-border paperwork, or counterparties that insist on it.
And if you don’t want to second-guess what you’ll need, Sleek can help you set this up end-to-end, we’ll help you decide whether a common seal makes sense, arrange it if needed, and put the right internal controls and company secretarial processes in place so document execution doesn’t slow you down later.
What is a common seal in Hong Kong?
A common seal (also called a corporate seal) is a physical tool a company uses to mark certain documents as officially authorised. In Hong Kong, it’s usually an embossing seal (it presses a raised imprint into paper), although some businesses also use inked versions depending on what the counterparty accepts.
Most common seals include:
- the full legal name of the company, and
- sometimes the company number (optional, but helpful for clarity)
Traditionally, the seal worked like a company’s “official signature”, especially back when company documents were expected to be executed under seal. These days, it’s less about legal necessity and more about formality and recognition, particularly when you’re dealing with conservative counterparties or cross-border paperwork.
Uses of a company seal in Hong Kong
A common (corporate) seal is mainly used to mark documents as officially authorised by the company, especially for paperwork that needs a more formal feel.
Typical uses include:
- Share certificates: Often used to make the certificate look formally issued and company-authorised.
- Major contracts: Commonly applied to higher-stakes agreements to signal the document is official.
- Employment and internal documents: Helps standardise paperwork and show it’s formally approved by the company.
- Vendor/partner agreements: Sometimes expected in more traditional workflows, especially with larger counterparties.
- Internal control: Since the seal is kept by authorised people, it acts as a simple safeguard against unauthorised documents.
Is a common seal mandatory in Hong Kong?
No, a common seal is not mandatory in Hong Kong. Under the Companies Ordinance (Cap. 622), companies may choose to have and use a common seal, but they are not required to keep one.
This changed with the 2014 Companies Ordinance reform.
- The new Companies Ordinance (Cap. 622) came into operation on 3 March 2014, and one of the key updates was removing the requirement for companies to maintain a common seal as a compulsory item.
- The reform was part of broader efforts to modernise and simplify corporate governance. The goal was to streamline how companies operate and reduce unnecessary administrative steps.
- You can execute documents without a common seal, as long as you follow the Ordinance’s alternative execution rules. In practice, this usually means signing through authorised signatories (e.g., director(s) and/or company secretary), and documents executed this way can have effect as if executed under the common seal.
So why do people still talk about common seals in Hong Kong?
Because some banks and counterparties may still request a seal as part of their internal processes (even though it’s typically preference, not a legal requirement).
What’s the difference between common seal and company chop in Hong Kong?
A common seal and a company chop both “stamp” documents, but they’re used for different levels of formality in Hong Kong, think formal execution tool vs day-to-day business stamp.
The seal is more of a traditional corporate instrument (now optional), while the chop is mainly practical for routine operations.
|
Point of difference |
Common seal |
Corporate Seal |
|
What it is |
Typically a metal embossing seal |
Usually a rubber ink stamp |
|
What it looks like on paper |
Raised/embossed imprint (more “formal” appearance) |
Inked imprint (clear, quick, everyday) |
|
Main purpose |
Traditionally used for formal execution of key corporate documents |
Used for routine business admin and acknowledging/approving documents |
|
Legal status in HK |
Optional under the Companies Ordinance (Cap. 622) |
Not legally mandatory (common practice, not a statutory requirement) |
|
Typical use cases |
Deeds / formal corporate docs; sometimes share/securities paperwork depending on context |
Invoices, receipts, delivery notes, internal approvals, routine forms |
|
Who usually controls it |
Directors / company secretary / authorised officer (tighter custody) |
Admin/ops teams often hold it (should still be controlled) |
|
Practical takeaway |
Best when you want maximum formality or counterparties expect it |
Best for speed and consistency in everyday paperwork |
Do you need a company chop in Hong Kong?
Not legally, a company chop isn’t mandatory in Hong Kong. It’s mainly a practical tool many businesses use to keep day-to-day paperwork moving (think invoices, receipts, routine forms, internal approvals).
That said, if your company handles a decent volume of documents, a chop can be worth having simply for speed and consistency, just make sure it’s controlled internally so it doesn’t get misused.
How to obtain a common seal in Hong Kong?
Getting a common seal isn’t a legal filing exercise, it’s about sourcing the seal and setting the right authorisation process.
Step 1: Design your seal
- Use your company name exactly as it appears on your Certificate of Incorporation (this avoids bank/counterparty pushback).
- Most businesses go with the standard 38mm diameter (other sizes exist, but 38mm is the common default).
Step 2: Order the seal
- You can order via a corporate services provider (like Sleek) or a local stamp/seal maker.
- Typical pricing is around a few hundred HKD (commonly ~HK$400 for the seal, plus optional stickers/add-ons depending on provider).
- Production and delivery is usually within a few business days (sometimes longer depending on vendor/delivery).
Step 3: Adopt the seal internally
- Many companies formally “adopt” the seal via a board resolution (internal governance step), and keep a record of what the seal looks like for reference.
- If you plan to use the seal, make sure your Articles of Association cover how it’s kept and who can authorise its use, because seal use should follow your Articles.
If you’d rather not coordinate vendors and paperwork, Sleek can arrange the seal and set up the right authorisation process so you’re covered when banks or counterparties ask.
Cancelling a common seal in Hong Kong
Cancelling a common seal is usually an internal governance decision. In practice, companies typically document the decision through a director’s resolution / board approval, so it’s clear the seal should no longer be used and who’s responsible for locking it down.
How do I cancel a common seal?
- There’s no prescribed method under the Companies Ordinance for adopting or cancelling a common seal, it’s entirely within the company’s discretion.
- When deciding the steps, the company should consider:
- what its Articles of Association say (if anything) about the seal, and
- its usual internal approval process for important company actions.
- A common approach is to prepare an internal written resolution stating the company will stop using the common seal, and then securely destroy it or store it so it can’t be used again (to prevent accidental or unauthorised use).
What are the alternatives to common seal in Hong Kong?
We’ve already covered the company chop as a practical stamp for day-to-day paperwork. The more “modern” alternative, especially when you want speed, audit trails, and remote signing, is electronic signatures.
In Hong Kong, electronic signatures are recognised under the Electronic Transactions Ordinance (Cap. 553), which gives electronic signatures legal effect in many commercial situations (subject to requirements and exclusions).
Here’s a quick comparison:
Point of difference | Electronic signature | Common seal |
What it is | Digital method of signing (e.g., e-sign platforms / digital certificates) | Physical embossing seal affixed to documents |
Legal recognition in Hong Kong | Recognised under the Electronic Transactions Ordinance (Cap. 553), subject to conditions/exclusions | Optional under the Companies Ordinance (Cap. 622); a company may have one but doesn’t have to |
Main purpose | Fast, trackable authentication for agreements and approvals | Formal execution tool that signals company authorisation |
Speed & convenience | Very fast (remote signing, no physical handling) | Slower (someone must physically hold/apply the seal) |
Audit trail / evidence | Usually strong (timestamps, signer identity, document history) | Limited by internal controls; proof depends on records and custody |
Best for | Routine commercial contracts, distributed teams, online transactions | Traditional counterparties, formal corporate docs, situations where a seal is requested |
Key limitations | Some document types are excluded and counterparties may refuse e-signs | Not required by law; must be used according to the company’s Articles if used |
Do you still need a common seal in Hong Kong?
In most cases, you don’t need a common seal in Hong Kong, it’s a choice, not a requirement. The real question is whether a seal makes your life easier based on the type of documents you sign and what your counterparties expect.
A good way to think about it is formality vs convenience:
- If you’re happy executing documents through authorised signatories (as set out in your company’s Articles and Hong Kong execution rules), you can operate perfectly well without a seal.
- If you regularly deal with more traditional counterparties or cross-border stakeholders (including some arrangements involving Mainland China), having a common seal can still be useful for smoother acceptance and perceived formality.
For many directors, modern alternatives, especially manual signatures and electronic signatures, are simply faster and easier to manage day-to-day. So the decision to keep, obtain, or cancel a common seal usually comes down to your company’s internal controls, your document workflow, and what your key counterparties are likely to request.
How Sleek can help
Sleek helps you handle common seal Hong Kong requirements the practical way, by managing the company secretarial and governance setup end-to-end so you don’t get blocked by document execution issues when it matters most.
- End-to-end setup: We help you decide if you actually need a common seal, arrange it if you do, and make sure your document execution process aligns with how your company is structured.
- All-inclusive pricing: Clear, bundled pricing so you know what you’re paying upfront, without stitching together multiple vendors for secretarial support, documents, and compliance.
- Ongoing compliance support: Stay supported beyond incorporation with a dedicated Company Secretary, plus help with resolutions, company updates, and filings as your business grows.
- Online record-keeping: Your key corporate documents are stored digitally, making it easy to access what you need quickly, whether it’s for banking, audits, or counterparties.
Ready to get started? Schedule a consultation call with Sleek and we’ll help you set up the cleanest signing and compliance process for your Hong Kong company.
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Frequently Asked Questions
If a document says “execute under seal”, can a Hong Kong company sign without a common seal?
Often yes, many documents can be executed via authorised signatories instead of a seal, but if the contract specifically mandates sealing (or your counterparty insists), you may need to follow that formality or amend the wording.
Does affixing a common seal automatically make a contract legally binding?
No. A seal is a formality, not a substitute for authority or valid contract terms. The document still needs proper authorisation and execution in line with your company’s governance.
Who should legally hold the common seal, and do we need a seal register?
There’s no single “must” rule, but best practice is controlled custody (director/company secretary/authorised officer) and a simple usage log so you can evidence when and why it was used.
If my Articles mention a common seal but we don’t want to use one, what happens?
You can usually stop using it through internal approval, but if your Articles prescribe mandatory seal use for certain actions, you may need to update them to avoid governance mismatches.
Are e-signatures a full replacement for a common seal in Hong Kong?
For many commercial contracts, yes, e-signatures are widely used and recognised, but certain document types and some counterparties may still require wet signatures or additional formalities.
