Company Chops and Signing in Hong Kong: Do You Still Need a Common Seal? (2026)

At a glance

The easiest thing to get wrong: “not mandatory” does not mean “not allowed”. A company may still keep a common seal voluntarily — and once it has one, it is an item to be looked after carefully, because to the outside world it represents the whole company.

Does my company actually still need a seal cut?

Legally, no. Section 124(1) of the current Companies Ordinance provides that having and using a common seal is no longer mandatory; it is the company’s choice.

How to decide in practice? Look at your counterparties more than at the law. Some overseas banks, mainland institutions and tender documents still expect to see a company seal, and if you would rather not explain Hong Kong law every time, having one is convenient. Conversely, if you only sign local contracts and issue invoices, not having one will not get in the way of doing business at all.

A middle course: skip the common seal, but keep an ordinary rubber chop with the company name for administrative use — bearing in mind that the two are different in nature, and an ordinary chop carries none of the execution effect in section 127.

Without a seal, when does a document count as “signed by the company”?

Section 127(3) draws a distinction: where the company has only one director, that director signs on the company’s behalf; where it has two or more directors, two authorised signatories sign on the company’s behalf.

Section 127(5) is then the key provision: a document signed in accordance with section 127(3) and expressed to be executed by the company has the same effect as if it had been executed under the company’s common seal.

So the “expressed to be executed by the company” step cannot be skipped. The signature block should not just carry a person’s name — it has to state that the document is executed by the company, and in what capacity the signatory signs. The same signature, with and without that wording, can have very different legal consequences. Note also that the old-Ordinance practice — each sealed instrument signed by one director and countersigned by the secretary, another director or a person appointed by the board — has been superseded by section 127; if you are still using the old template, it is time to update the signature page.

Who counts as an “authorised signatory”, and how should it be documented?

This has to be read against the Ordinance and the company’s own articles, and cannot be answered in the abstract. The safe practice is a board resolution setting out three things: which positions or which individuals may sign for the company, what categories of document they may sign, and whether there are limits by amount or subject matter (for example, two directors together above a certain figure).

The resolution then has to be filed away — an authority resolution of this kind is a company record that has to be kept, and the law requires resolutions and minutes to be kept for at least 10 years (see how long minutes and resolutions have to be kept). If somebody later questions who authorised a signature, producing the resolution ends the argument. When directors change, remember to update the list of signatories and the bank mandate at the same time; the statutory filing for the change itself is a separate matter — see changing directors.

Do electronic signatures have legal effect in Hong Kong?

There is a framework. The Electronic Transactions Ordinance (Cap. 553) deals with the legal status of electronic records and electronic signatures, and signing ordinary commercial contracts, internal approvals and supplier documents electronically is workable in Hong Kong. But two things need a clear head: electronic signature platforms differ enormously in reliability and evidential weight — a solution with an audit trail and identity verification is a different thing from pasting an image of a signature into a PDF; and, more importantly, not every document can be handled electronically.

Which documents cannot be signed electronically alone?

Section 3 of and Schedule 1 to the Electronic Transactions Ordinance provide that certain provisions of the Ordinance do not apply to specified categories of document. The excluded examples include wills, trusts, statutory declarations, affidavits, powers of attorney, court orders, warrants, negotiable instruments, and documents or instruments relating to land or property transactions — the reason being the seriousness, importance and complexity of these transactions, which the legislature deliberately left within traditional signing procedures.

For SMEs, the categories most commonly encountered are: buying or selling property, granting a power of attorney (for example, authorising someone to handle company matters for you), and situations requiring an affidavit or statutory declaration. Do not deal with these casually by electronic signature. Schedule 1 has also been amended several times, so the current content of each item changes; if the document in your hand sits somewhere between the two, check the current version of Schedule 1 before signing rather than discovering afterwards that the document is ineffective.

If the seal stays with the company, how should it be kept?

If you decide to keep a common seal, treat it as a valuable. Three lapses are common in practice: the seal and blank letterhead locked in the same cabinet; the key available to everybody in the office; and no record of anything sealed.

Sound practice is not complicated — lock the seal away and name one person responsible for it; make a short entry each time it is used (date, document, who approved, who sealed); and keep the person who seals separate from the person who approves. It looks like overkill while the company is small, but once you have staff, an overseas branch or several shareholders, this is the only way to prevent “nobody knows who sealed that”. If the seal is lost or you suspect it has been misused, do not quietly have a new one cut — first work out whether anything was sealed in the meantime.

Tired of asking “can I sign it this way?” every time?

Most owners run into chop and signing questions at exactly the moment they are rushing to get a document out. Better to settle it once: confirm whether the company has a common seal, draft a standard signature page under section 127, pass a board resolution on signing authority, and decide which categories of document will not be signed electronically.

These things are usually done alongside ordinary company secretarial work — drafting resolutions, filing records, maintaining the statutory registers — it is all the same job. If you would like someone keeping an eye on it, talk to us; if you are already planning to hand it over, get started.

This information is as most recently published by the Companies Registry (cr.gov.hk) and by the Digital Policy Office in relation to the Electronic Transactions Ordinance (Cap. 553); the excluded categories in Schedule 1 have been amended several times, so check the current version before signing. This is general reference only and does not constitute professional advice; for individual situations, consult a professional.