FREQUENTLY ASKED QUESTIONS (FAQs)

A. A corporation has the power to use and annex a Corporate Seal. The law typically provides a provision to give a corporation the power to have a corporate seal, and to use the seal or facsimile of it, by impressing or affixing it to all forms of legal documents A corporate seal is traditionally adopted by a resolution of the directors at the its initial organizational meeting. The authorization to use the corporate seal should also include the power to use a facsimile. This would be important for the use of the corporate seal on large Issues of stocks and bonds were the use of the traditional pocket seal would not be practical.

A. This may be one of the most misunderstood elements of any incorporation. The fact is, you will not always need a corporate seal but they are a great tool to have. Corporate seals are the embossed stamps that contain the name of a corporation and it's date of formation. No state's require corporate seals any more but again they are a great way for you to authenticate documents. Many online incorporation companies sell corporate seals but you will not find a better deal than Chapter Group.

A. 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 (and some countries required that share certificates be issued under the common seal)

Physically, seals used to be used to make an impression on melted wax on the relevant document, although 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). Get your new Embossing / Corporate Seal with free shipping today at Chapter Group.