The Common Seal in Hong Kong: Do You Still Need It?

Despite changes in regulation, many businesses still ask whether a common seal in Hong Kong is necessary.

This guide covers everything you need to know: what types of seals exist, whether your company needs one, how to get it, and what alternatives are available.

We also explore practical use cases and maintenance tips to help you make informed decisions for your corporate operations.

Types of Common Seals and Stamps in Hong Kong

Hong Kong companies may encounter several different seals and stamps, each with its own function:

• Common Seal: Traditionally used to execute deeds and certain official documents. It typically features the company name engraved in a circular metal stamp.
• Official Seal: This is used by companies with a corporate presence outside Hong Kong, allowing a branch or representative office to execute documents on behalf of the head office.
• Securities Seal: Used for issuing share certificates and securities. It is distinct from the common seal and may include additional security features.
• Company Chop / Signature Stamp: Non-statutory tools used for day-to-day administrative purposes, such as signing off on internal documents, issuing receipts, or endorsing cheques.

While only the common seal has traditional legal weight, all of these items serve important roles in business operations, especially in sectors or jurisdictions where formality is valued.

Is a Common Seal in Hong Kong Still Legally Required?

Under the Companies Ordinance (Cap. 622), using a common seal is no longer a legal requirement. Sections 127 and 128 of the Ordinance specify that a company may execute documents by having them signed by two directors, or one director and the company secretary, or by a single director if the company has only one.

That said, the law allows companies to retain or adopt a seal if they choose. The Articles of Association must include provisions for the use and custody of the seal, and its impression must follow procedures approved by the board.

The shift toward optionality was designed to modernise Hong Kong’s corporate environment and align with international business norms. Still, many companies continue to use seals out of habit, for perceived legitimacy, or to satisfy requirements from overseas institutions.

When and Why Companies Still Use Seals

Even though seals are optional, there are valid reasons why many companies in Hong Kong still maintain them.

• Investor or Partner Preference: Some investors, particularly from traditional sectors, expect contracts or shareholder agreements to be stamped with an official seal.
• Banking and Property Transactions: Local and overseas banks may still request stamped documents for account opening or loan purposes. Property transactions involving deeds often retain formal execution requirements.
• International Dealings: When engaging with partners in jurisdictions like the Chinese Mainland, using a seal may help signal authenticity or meet regulatory expectations.

In these cases, using a seal is not about legal necessity but about managing perception, risk, and counterpart comfort.

Maintaining, Using, and Cancelling a Common Seal

If your company decides to use a seal, proper governance is important.

• Usage Log: Maintain a register to record when the seal is used, on which documents, and who witnessed the impression. This helps avoid misuse and supports internal audits.
• Board Resolution: A board resolution should specify when and how the seal can be used, such as requiring joint authorisation by two officers.
• Storage: Keep the seal in a secure location, ideally under lock and key, and restrict access to authorised personnel.
• Cancelling the Seal: If the company decides to discontinue use, the board must pass a resolution to that effect. Update the Articles of Association if necessary and document the seal’s cancellation in meeting records.

These steps help reduce legal and reputational risks, especially in closely held or high-liability companies.

Alternatives to Common Seals: Electronic Signatures and Chops

As companies digitise, many are replacing traditional seals with faster, compliant alternatives. Below is a comparison of the most commonly used tools:

Each method has its place depending on the document type, counterpart expectations, and the company’s risk appetite. Using a combination of tools, such as e-signatures for speed and chops for local comfort, can offer flexibility while maintaining compliance.

Where to Next?

While the common seal in Hong Kong is no longer a legal necessity, it still plays a role in certain transactions, particularly those involving international or legacy partners. Companies should assess their operational needs, stakeholder expectations, and regulatory environments before deciding whether to use a seal, a chop, or digital alternatives.

Historically, the common seal served as a formal method to authenticate and execute documents under Hong Kong’s corporate governance framework. Today, changes to the Companies Ordinance allow companies to adopt more flexible approaches. That said, if your business operates in or deals regularly with the Chinese Mainland, a common seal remains highly advisable due to its legal and procedural significance there.

By understanding the full range of available tools and their implications, Hong Kong companies can adopt execution methods that best align with their operational needs, risk appetite, and international compliance standards.

Need help incorporating or managing your Hong Kong company? Ascentium Hong Kong provides end-to-end support from company formation to corporate secretarial services. Our team can advise you on Hong Kong common seal requirements and handle all the administrative steps for you. Contact us today to simplify your compliance journey and stay ahead with trusted local guidance.

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