Legal status of Hong Kong company stamps

Does Hong Kong law require a company stamp?

Short answer: since the new Companies Ordinance (Cap. 622) commenced on 3 March 2014, keeping a Common Seal (法團印章, also known as the steel die or 鋼印) has been optional. A company may choose to keep one, not keep one, or stop keeping one mid-life.

But "not legally required" doesn't mean "not needed" — Hong Kong banks, contract counterparties, government counters and utility companies still expect to see a chop in commercial practice. And note the legal distinction: the everyday round chop or sign chop is not the Common Seal — it has no specific provision in the Ordinance and is purely commercial convention; the Common Seal is the statutory chop the Ordinance specifically addresses.

What Cap. 622 actually says about company seals

The core sections, drawn from the Companies Registry's public FAQ on Common Seal:

• Section 124(1) — keeping a Common Seal is optional. This is the headline change versus the old Ordinance (Cap. 32), which mandated every company to keep one.
• Sections 125 & 126 — a company that keeps a Common Seal may, if its articles allow, have an Official Seal as a replica of the Common Seal for use outside Hong Kong.
• Section 127(1) & (2) — a company may execute a document under its Common Seal; the seal must be affixed in accordance with the company's articles.
• Section 127(3) — alternative execution without a seal: for a company with two or more directors, by any two directors, OR by any director plus the company secretary.
• Section 127(5) — a document signed under section 127(3) and expressed to be executed by the company has the same effect as if executed under the Common Seal.
• Section 128(1) — a company may execute a document as a deed without a seal, by signing it in accordance with section 127(3), expressing it to be executed as a deed, and delivering it as a deed.
• Section 121(2)(b) — a written contract that historically would have required execution under seal can be made by the company under section 127(3) and expressed to be executed by it.

Sources: Companies Registry — Common Seal FAQ; full text: elegislation.gov.hk — Cap. 622.

Legally required vs. customary

It's a fuzzy line. The clearest examples per the Companies Registry FAQ:

• Cases with legal weight — execution of deeds, land conveyances under the Conveyancing and Property Ordinance (Cap. 219), and any internal document the company's articles specifically require to be executed under seal. Historically these were sealed; under the new Ordinance, sections 127(3) and 128(1) provide a no-seal alternative. Even without a Common Seal a company can execute the same document by two directors, or one director plus the company secretary, with equivalent legal effect.
• Cases that are purely commercial convention — everyday contracts, bank payment instructions, receipts, invoices, IRBR1 changes, IRD letters. The chop isn't legally required, but virtually every counterparty expects it.
• Cases driven by the company's own articles — articles can specify documents that must be sealed. Companies that adopted Article 114 of Table A under the old Cap. 32 don't need to amend their articles to use the section 127(3) route, because section 127(3) gives a sealed company an alternative method of execution.

Why most HK SMEs still order chops

Despite the legal optionality, virtually all Hong Kong SMEs still order at least one round company chop and one sign chop after incorporation. The main reasons:

1. Bank specimen requirements — at SME account opening, local and virtual banks routinely ask for a chop specimen for future verification (see ourHK bank stamp guide).
2. Counterparty habit — contracts, purchase orders and payment instructions are technically valid without a chop, but counterparties find them harder to verify and tend to send them back asking for a chop.
3. Internal approvals — expense claims, purchase approvals; a chop showing "approved by the company" is more visually direct than a textual declaration.
4. Cross-border documents — counterparties in mainland China or overseas may not know about the section 127(3) no-seal route and still expect a chop as the visible sign of company endorsement.

If you have no Common Seal — how do you sign a deed?

Per the Companies Registry FAQ: a deed required by the Conveyancing and Property Ordinance (Cap. 219) — for example a land assignment or charge — can be executed by the company without a seal, by signing under section 127(3) of Cap. 622, expressing the document to be executed as a deed, and delivering it as a deed. That satisfies the Cap. 219 requirements.

Key timeline

• Old Ordinance era (Cap. 32) — all HK companies were required to keep a Common Seal and use it per Article 114 of Table A.
• 3 March 2014 — new Companies Ordinance (Cap. 622) commences; Common Seal becomes optional (section 124(1)).
• Companies incorporated on / after 3 March 2014 — choose freely whether to keep a Common Seal; if kept, articles still govern its use.
• Companies incorporated before 3 March 2014 — existing seals remain valid; the company can continue using them or formally cancel them.

Related resources

To design a chop specimen, use ourround sealandsign chopgenerators. For where stamps fit into the company-setup flow, seeStamps in the HK incorporation flow; for what banks expect at account opening, see theHK bank stamp guide.