What is a corporate seal and do I need one for my Delaware LLC or corporation?

HIstory of the Corporate Seal 

Company seals (aka corporate seals) were mainly used by companies in common law jurisdictions. However, in modern times, most countries no longer require the use of corporate seals.

Traditionally, the seal was of some legal significance because the affixing of the seal signified that the document was the act and deed of the company, whereas when a document was merely signed by a director, then that was deemed to be an act carried out on behalf of the company by its agents, which was subject to applicable restrictions and limitations under the ordinary law of agency.

Corporate seals are generally only used for two purposes by corporations today:

  • Documents which need to be executed as deeds (as opposed to simple contracts), may be executed under the company's common seal
  • Certain corporate documents, for example share certificates are often issued under the company seal

Physically, seals were used to make an impression on melted wax on the relevant document. However modern seals will usually only leave an indentation or impression on the paper (although sometimes a red wafer is used to imitate old red wax seals, and to make the sealing show up better on photocopies).

Is it necessary to have a corporate seal?

Although it is not necessary to have a corporate seal, it can be very beneficial in certain situations. For instance, when signing a commercial lease, the landlord may want you to use your corporate seal to "stamp" the document.

Do LLCs need a corporate seal?

Legal entities, including LLCs, are not required to have corporate seals. However, it is highly recommended for "stamping" or "embossing" contracts and deeds.

Are company seals still required?

No. Company seals (aka corporate seals) are not legally required. However, some companies incorporated before 1988, may still require their use. Regardless of the law, many companies still choose to use a corporate seal to "stamp" their important legal documents.

What is an official company seal?

An official company seal is the same as a corporate seal.

What should be on a corporate seal?

A corporate seal should include the following:

  • name of the company
  • year of formation
  • state of formation

Some states require that the Month and Day of the company's formation be indicated as well.

Does Delaware require a corporate seal?

Delaware law does not require the use of a corporate seal.

What is the purpose of a corporate seal?

The corporate seal is a tool (usually metal) used to "stamp" or "emboss" your company's important documents. When a document is "stamped" it shows that the company's Board of Directors have certified and agreed to the contents of document.

Are there different types of corporate seals?

Yes. Corporate seals come in a variety of types, sizes and colors. Types include handheld (pocket) and desktop. Seals come in sizes from 1 5/8" to 2" and sometimes larger. Seal shapes can be round, square, rectangle or oval. Corporate seals come in different colors, too i.e. brass, matte black, black and chrome, or blue.  

What is the average price of a good corporate seal?

Corporate seals range in price from $32 to $56 or more.

In Closing

We hope you found this article informative. If you have any questions, please do not hesitate to call Delaware Business Incorporators, Inc. for more information at 1-800-423-2993 or 302-996-5819.

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