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Q:
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What is common seal?
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A:
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Common seal, also known as metal seal, is a metallic seal which having the company’s name engraved on it in legible form.
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Q:
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Is a common seal mandatory for the company registered after the operation of new Companies Ordinance (Cap. 622) on 3 March 2014?
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A:
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No, it is not compulsory to keep and use a common seal for company as the new Companies Ordinance simplifies the way companies enforce documents.
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Q:
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How about the company registered under the old Companies Ordinance (Cap. 32)? Is a common seal still mandatory to be adopted now?
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A:
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The new Companies Ordinance provide flexibility to companies no matter registered under old or new Companies Ordinance to choose whether adopt or keep the common seal or not.
However, the Articles of Association of the companies registered under the old Companies Ordinance shall have the articles about mandatory adoption of common seal. In such case, amendment of articles is necessary to cancel the common seal.
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Q:
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How can we do if the contract we entered that would be required by law to be in writing and under common seal but we do not keep a seal?
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A:
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According to the Section 127(3) of Companies Ordinance, a document signed in accordance with the followings manner and expressed to be executed by the company has same effect as executed under the common seal:
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1.
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If the company has only one director, by having it signed by the director on the company’s behalf; or
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2.
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If the company has two or more directors, by having it signed on the company’s behalf by:
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(1).
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the two directors or any two of the directors
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(2).
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any of the directors and the company secretary of the company.
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Q:
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If my company keeps a common seal, is it mandatory for us to execute documents under common seal?
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A:
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No, you still can choose whether to execute the documents under its common seal or accordingly to Section 127(3) as above Q&A.
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Q:
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My company established under the old Companies Ordinance. Do I have to amend the Articles of Association before if we would like to execute the document without common seal?
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A:
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Your company is not required to amend the Articles of Association and you may refer to Section 127(3) as above Q&A to execute the document without a common seal.
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Q:
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Can we cancel the common seal if we do not want to keep it?
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A:
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Yes, but you must first review the Articles of Association of the Company. Kaizen could assist to prepare the relevant documents for cancellation of the common seal, please feel free to contact us for more information.
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Q:
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Can we adopt the common seal if we do not have it before?
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A:
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Yes, Kaizen could assist to order the common seal and prepare the relevant documents for adoption, please feel free to contact us for more information.
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FAQ
