Company Chop vs Common Seal in Hong Kong: What's the Difference?

The rubber stamp you receive after incorporation is the least legally important object in your company kit.

That sounds odd when so many Hong Kong forms still have a box marked "company chop". If the law doesn't require one, why does your bank's form ask for it? And is a contract you already signed without it still binding?

Get those answers wrong and you can sign a deed the wrong way, or leave a stamp in a drawer that anyone can use to put your company's name on paper.

This guide explains what each instrument does under Hong Kong's Companies Ordinance (Cap. 622) and how your company signs contracts and deeds when it has neither. It also covers where the chop should live if you run the company from abroad. It draws on the experience of the company secretarial team at Statrys, which has incorporated over 1,600 businesses, and it follows the Companies Registry’s own guidance on seals and execution of documents.

What Is a Company Chop?

A company chop is a rubber stamp that prints your company's registered name in ink. Hong Kong businesses use it on invoices and bank forms as a visible sign that a document comes from the company.

Most companies receive a chop set at the end of the incorporation process. A typical set has a rectangular signature chop, which prints "For and on behalf of [Company Name]" above a line for an authorised signature, and a round chop that shows only the company name. If your company registered both an English and a Chinese name, the chop can show either or both.

The chop has no status under the Companies Ordinance. No law requires a Hong Kong company to own one, and the Companies Registry keeps no register of chops. You order it from a commercial stamp maker and can change the design whenever you like.

That cuts both ways. A chop on its own does not prove that anyone with authority approved a document. A missing chop does not make a properly signed document invalid.

What the law does require is your registered name on certain documents. Under the Companies (Disclosure of Company Name and Liability Status) Regulation, a company must state its registered name on business letters and on "transaction instruments", a category that includes contracts, cheques, invoices and receipts. Printed letterhead meets that rule. A chop is just one way to do it.

What Is a Common Seal?

A common seal is a metal embosser that presses the company's name into paper. Unlike a chop, it is a statutory instrument: the Companies Ordinance sets out how a company uses it to execute documents.

Keeping one has been optional since the current Companies Ordinance took effect on 3 March 2014. Section 124(1) made both keeping and using a seal a choice, and the Companies Registry's FAQ on common seals confirms that companies can still keep or adopt one. A company formed before 2014 does not have to cancel its seal, and the Ordinance sets no procedure for retiring it. That is left to the company's own articles and practice.

Even a company that keeps a seal does not have to use it. When it does, the seal must be affixed as the company's articles of association (its internal rulebook) require, which usually means a director signs alongside the impression.

A company with a common seal can also have an official seal for use outside Hong Kong. Under section 125 of the Companies Ordinance, that seal must be a replica of the common seal with the name of every place where it will be used engraved on it. A document sealed with it binds the company as if it carried the common seal. If an overseas registry asks for a "company seal", check whether this is what it means.

For the history of the seal and the steps to adopt or retire one, read our guide to the common seal in Hong Kong.

Company Chop vs Common Seal: Side by Side

The two look interchangeable on a form, but they sit at different legal levels.

The practical upshot: when a document has to bind the company, the chop adds nothing legally. A signature by the right people, or the seal used under the articles, does the work.

How a Hong Kong Company Signs Documents Without a Seal

A Hong Kong company without a seal executes documents through its directors' signatures, under section 127(3) of the Companies Ordinance.

The document must also be expressed to be executed by the company, for example "Executed by [Company Name] Limited acting by its director". Signed that way, it has the same effect as if the common seal had been used (section 127(5)).

A deed is a formal document used for things like property transfers and some guarantees. Deeds need two more steps under section 128(1): the document must say it is executed by the company as a deed, and it must be delivered as a deed, which in practice means the company shows it intends to be bound by it, usually by dating it and handing it over. The Companies Registry confirms that a deed signed this way meets the deed requirement for land transactions under the Conveyancing and Property Ordinance (Cap. 219).

Many older companies adopted Table A, the default articles under the old Ordinance. If your articles still contain Table A regulation 114 on the seal, the Registry confirms you can still sign under section 127(3) without amending the articles first.

Here is how that plays out. A sole-director company run from London signs a supply agreement with a manufacturer in Shenzhen. The director signs on the company's behalf, the signature block names the company, and the contract binds the company. If the manufacturer also wants a chop impression, adding one does no harm. It just doesn't replace the signature.

Two situations deserve a lawyer's look before anyone signs: articles of association that set a different execution rule, and documents going to a court or registry outside Hong Kong, which may apply its own formalities.

Who Still Asks for a Company Chop?

Banks, landlords, suppliers and Mainland Chinese counterparties are the usual ones. They ask because their own forms have a box for it, not because the Ordinance requires it.

Some Hong Kong bank account-opening and signing-mandate forms still leave space for the company chop next to the authorised signatures, and older lease templates often do the same.

When a form asks for a chop, put two questions to whoever sent it: do they mean the rubber chop or the common seal, and which signatures do they need beside it? The answers tell you whether the stamp in your drawer is enough.

Sometimes a foreign bank or partner really wants proof of who can sign for your company. A chop can't give them that. A certificate of incumbency is the document built for that question.

Hong Kong Company Chop vs Mainland China Company Seal

A Hong Kong chop and a Mainland Chinese company seal belong to different legal systems, and one cannot stand in for the other.

In Mainland China, a company's official seal is made by authorised engravers and filed with the local Public Security Bureau, and its impression is commonly treated as the company's binding mark on contracts. A Hong Kong chop has none of that status. Rules on the Mainland side vary by city, so a Mainland adviser should confirm the details for any specific deal.

If a partner says it has a Hong Kong company but sends documents bearing a Mainland seal, ask which entity is actually contracting before you sign. The deal may be legitimate, but the company named in the contract and the seal on it should belong to the same legal entity.

And if a Mainland client insists on a filed official seal from your side, the real question is usually whether you need a Mainland entity, not a better stamp.

Where to Keep Your Company Chop

Keep the chop with whoever controls what gets signed: you, if you're in Hong Kong, or your company secretary if you run the company from abroad.

Many founders who operate remotely leave the chop at their registered office address, so it is on hand when a Hong Kong bank or landlord form needs it. Some order two sets at incorporation, one kept in Hong Kong and one with the director.

Whoever holds it, write down a short rule: which documents may be stamped, and that a stamp never replaces an authorised signature. A chop in an unlocked drawer lets anyone put your company's name on paper. Settling the rule before a dispute is far easier than arguing about a stamped document after one.

If you incorporate through Statrys' Hong Kong company registration service, the package includes your company chops (provided digitally, with hard copies available on request), plus a company secretary and a registered office address for the first year.

What to Do If Your Chop Is Lost or Your Company Name Changes

Replace it and tell the people who rely on it. Because the chop is not registered anywhere, there is no Companies Registry form to file.

1. Stop using the old impression and note the date it went missing.
2. Tell your bank and regular counterparties that the old chop should no longer be accepted.
3. Order a replacement from a stamp maker, using the exact registered name.
4. Decide who holds the new chop, and record it.

After a change of company name, do the same: retire the old chop and order a replacement that carries the current registered name. If you have a common seal, replacing it is a legal requirement, not just good practice: section 124 of the Companies Ordinance requires the seal to be engraved with the company's name, and using one that isn’t is an offence.