Written by Sneha, Corporate Secretary Lead Seasoned Company Secretary and law graduate with 10+ years advising on corporate governance, compliance, and company formation across multiple jurisdictions, including Hong Kong. Last reviewed March 2026. |
Key Takeaways
A common seal is a metallic seal engraved with the company name, used to authenticate documents in accordance with your Articles of Association.
In Hong Kong, the use of a common seal is optional
Without a common seal, you can still legally execute documents using the director's and the company secretary's signatures
Most foreign founders setting up in Hong Kong do not need one. You may still want one if specific banks, investors, or overseas counterparties require it for certain documents.
If you are a foreign founder setting up a company in Hong Kong, you will likely encounter the term “common seal” during incorporation. Some corporate service providers offer to include one in their package. Others never mention it. That inconsistency is because, since 2014, a common seal has been entirely optional — and most founders have no practical need for one.
This guide explains what a common seal is, what it is for, what the law says about it, what replaces it for document execution, and the specific situations where you might still be relevant for your business operations. By the end, you will know whether to budget for it or skip it entirely.
This guide applies to private limited companies incorporated in Hong Kong under the Companies Ordinance (Cap. 622). If you operate a branch of a foreign company or a different entity type, the rules may differ.
Research disclosure: This guide is based on research conducted in March 2026, drawing on the Hong Kong Companies Ordinance (Cap. 622), the Companies Registry’s published guidance on common seals, and publicly available information from corporate service providers licensed in Hong Kong.
What Is a Common Seal in Hong Kong?
A common seal is a metallic embossing stamp used to authenticate business documents, giving instruments such as agreements, assignments, and contracts official and legal weight.
It bears the company’s registered name and is pressed into paper to leave a raised impression — functioning as the company’s formal physical signature on legal documents.
The concept originates from English common law, which Hong Kong law continues to follow. Historically, no Hong Kong business document was considered legally binding by a company without the seal being physically affixed. Banks, solicitors, and government bodies all expected to see it on deeds, share certificates, and formal agreements.
Tip: Common Seal is also called a “company seal” or “corporate seal.”
Is a Common Seal Mandatory for Hong Kong Companies?
No. Under Section 124(1) of the Companies Ordinance (Cap. 622), effective 3 March 2014, having a common seal is entirely optional. No Hong Kong company is required to obtain or use one.
Before 2014, under the old Companies Ordinance (Cap. 32), every company was legally required to have a common seal with the company’s name engraved on it. The 2014 reform (the new Companies Ordinance) removed that obligation and aligned Hong Kong with modern corporate practice, reducing administrative burden on founders.
If your company does choose to keep a common seal, Section 124 sets two requirements: it must be metallic, and the company name must appear by engraving — not printing or labelling. Its use must also comply with your Articles of Association.
That said, even if a common seal is no longer legally required, it is worth checking your Articles of Association — some older or template Articles may still reference mandatory seal use for certain actions. If so, you may want to update them to reflect current practice.
Not sure what’s required, what’s optional, or what you can safely skip? That’s completely normal — Hong Kong company setup comes with a lot of small decisions that aren’t always clearly explained.
That’s exactly why Statrys Hong Kong company registration service simplifies the process, we give you everything you need to register and stay compliant in one package, without the unnecessary extras, so you can do your business without second-guessing every step.
What Replaces a Common Seal?
Under Section 127 of the Companies Ordinance, a company can authenticate and execute documents without a common seal by using authorised signatures. The method depends on your company’s director structure:
| Execution Method | Who Signs | When to Use |
|---|---|---|
| Single director signature | One director | Companies with only one director |
| Two authorised signatories | Two directors, or one director and a company secretary | Companies with two or more directors |
For the signature method to carry full legal weight, the signatories must be acting with authority under the company’s constitution, as approved by the board of directors.
Electronic signatures (e-signatures) are legally recognised in Hong Kong and carry legal effect for most commercial contracts — though exceptions exist and this depends on the specific execution requirements of the document. See the Electronic Transactions Ordinance (Cap. 553) for more details.
Note for deeds: If the document is a deed rather than a simple contract, additional steps apply under Section 128 of the Companies Ordinance — it must also be expressed to be executed as a deed and delivered as such
Tip: For contracts with overseas parties unfamiliar with Hong Kong corporate practice, a brief cover note citing Section 127 of Cap. 622 and a short board resolution confirming authority will usually resolve any questions about why there is no seal on the document.
Common Seal vs Company Chop: What’s the Difference?
A common seal and a company chop are distinct tools with different legal standing and practical uses.
| Common Seal | Company Chop | |
|---|---|---|
| What it is | Metallic embossing stamp | Rubber or pre-inked stamp |
| Legal weight in Hong Kong | Optional — replaced by director signatures | Optional — replaced by director signatures |
| Typical use | Formal deeds, share certificates, property documents | Day-to-day: invoices, delivery notes, letters |
| Approximate cost (HKD) | 200–600* | 100–500* |
*The cost of a common seal varies depending on the vendor and the design you choose
Insight: If you do significant business with counterparties in mainland China, a company chop (公章) is common — it is routinely registered with local authorities and expected on contracts, bank documents, and invoices.
When Might You Still Want a Common Seal?
Most companies incorporated in Hong Kong today have no practical need for one. Here are the four situations where it may still be worth the cost:
1. Your Articles of Association reference it.
If your Articles specifically require the common seal for certain procedures, you are bound to follow them. This is more common in companies incorporated before 2014 or those using older template articles. If you wish to remove this requirement, you may do so by passing a special resolution to amend your Articles.
2. Specific banks or overseas counterparties require it.
Certain financial institutions and law firms — particularly in jurisdictions that still treat seals as standard practice— may expect a sealed document as part of their internal procedures.
3. Share certificates require it.
Legally, share certificates do not require a common seal. In practice, some investors and shareholders prefer sealed certificates, particularly in traditional deal structures or where overseas investors are involved and expect it.
4. Certain property transactions.
Deeds and formal property documents can be executed by director's signature under Section 127. Some counterparties in Hong Kong property transactions may still prefer a sealed copy alongside the signed version, though it is not legally required.
If none of these applies to your situation, a common seal is likely an unnecessary cost.
How to Get a Common Seal in Hong Kong
The process is straightforward and typically takes less than a week:
1. Choose a vendor. Several licensed corporate service providers and specialist stamp shops in Hong Kong produce company seals. You can order online or in person.
2. Provide your company name and the design. The seal must display the full registered name exactly as it appears on your Certificate of Incorporation. The standard size is about 38mm diameter.
3. Take delivery. Most vendors deliver within 3–5 business days. A standard metallic embossing seal costs about HKD 200–600.
4. Update your Articles of Association to cover how the seal is kept and used, including who is authorised to use it. It is also a good practice to record the adoption in a board resolution and note it in your company’s minute book.
There is no registration with the Companies Registry, nor is it part of the business registration process. You do not notify any government body when you obtain or start using a common seal.
How to Cancel a Common Seal
There is no formal cancellation procedure under the Companies Ordinance. Stopping the use of a common seal is an internal company decision.
In practice, companies typically take these steps to create a clear record:
1. Pass a board resolution recording the decision to discontinue use of the seal from a specified date.
2. Review the Articles of Association for provisions that reference the common seal and amend them
3. Record the decision in the company’s minute book or statutory register.
No notification to the Companies Registry is required. What matters is a clear internal record of when the company stopped using it and that it is recorded in the company's Articles of Association (A&A).
How Statrys Can Help With Your Hong Kong Company Setup
If you are incorporating a company in Hong Kong, practical questions like this come up constantly: do I need a common seal? A company chop? Who acts as the company secretary? What goes on the registered address? Getting them right from day one avoids rework and some compliance issues.
Statrys has incorporated over 1,600 companies in Hong Kong and handles ongoing compliance for clients across the full setup:
- Company incorporation — done online, no physical presence required, all government fees included
- Company secretary services (a legal requirement for all Hong Kong company) – covering ongoing compliance such as annual returns, and acting as a local presence to liaise on your behalf
- Registered address (a legal requirement for all Hong Kong company) — with mail scanning included
On the same platform, you also get:
- Multi-currency Business account — hold and transact in 11 currencies, send and receive payments to over 100 countries, with competitive rates and real-time tracking
- Pay-per-use Accounting services — bookkeeping and tax filing handled alongside your account
If you want one provider for the full setup, you can learn more on the Hong Kong company incorporation page.
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FAQs
Does my Hong Kong company need a common seal?
No. Since 2014, no Hong Kong company is required to have a common seal. Documents can be legally executed by director or company secretary signatures under Section 127 of the Companies Ordinance (Cap. 622). You only need one if your Articles of Association specifically reference it, or if a bank, investor, or overseas counterparty requires it for particular documents.
Can a single director execute documents without a common seal?
Am I still allowed to keep my Common Seal?
What is the difference between a common seal and a company chop?
How much does a common seal cost in Hong Kong?
Does using a company’s common seal make a document legally binding?
Who holds the common seal and how should it be managed?
What if we no longer want to use our common seal?
Disclaimer
This article is for informational purposes only and does not constitute legal, tax, or financial advice. Consult a qualified professional for advice specific to your situation.
