The Common Seal and Company Chops in Hong Kong

Common SealThe common seal, also known as the company seal, retains historical importance despite its declining necessity globally. Traditionally used to authenticate official documents, it bears the company’s name, registration number, and logo, adding a tangible and unique identifier to enhance document credibility.

A company chop, unique to certain jurisdictions, including Hong Kong, is the company’s rubber stamp. Originating from colonial Indian English, these stamps serve as a business’s signature but are not legally mandatory. While not essential, a Hong Kong company chop can be useful as proof of intention for legal relations, especially in dealings with Mainland China, where they are more crucial due to government registration.

 

Is the Common Seal Obligatory?

Following enforcing the New Companies Ordinance in 2014, Hong Kong company seals are no longer obligatory. However, if chosen, the metallic seal must adhere to the Articles of Association, allowing execution under Section 127(i) of the Hong Kong Companies Ordinance. Examining the TS Office System Ltd v. Wing Kee Products Ltd case highlights the legal implications of a company chop. The court ruled against binding contracts when a receptionist mistakenly affixed the chop, emphasising the importance of cautious use and awareness of authority when employing these traditional tools in business transactions.