Place the seal near the officer's signature on the original document, usually on or beside the word Seal or the L.S. mark, test on scrap first, and squeeze firmly once. Use an embosser for paper originals and an inked seal stamp for documents that will be scanned or faxed.
- Best for originals
- Embossing seal (raised, no ink)
- Best for scans and faxes
- Self-inking seal stamp
- Where on the page
- Next to or overlapping the officer signature
- Record it
- Adopt the seal in your organizational minutes
When companies still use a corporate seal
Most states no longer require a corporate seal for a document to be valid, so the seal is now a formality rather than a legal necessity in day-to-day contracts. It still shows up in a handful of places, and those are the moments when owners go looking for the embosser that came with their kit.
Banks sometimes ask for a sealed corporate resolution or secretary's certificate when an account is opened or signers change. Some counterparties, landlords and older form agreements have a printed Seal line beside the signature. Stock certificates traditionally carry the seal, and so do the minutes and resolutions kept in the minute book. Documents sent abroad may also be expected to carry a company seal. If someone asks for your seal, they almost always mean an impression on the original document.
| Document | Usually sealed? | Best tool |
|---|---|---|
| Stock or membership certificates | Traditionally yes | Embosser |
| Organizational minutes (seal adoption) | Impression often placed in the margin | Embosser |
| Bank resolution or secretary's certificate | When the bank asks | Embosser on the original |
| Contracts with a printed Seal line | When the form calls for it | Embosser or stamp |
| Documents that will be scanned, faxed or e-mailed | When a visible seal is needed | Self-inking seal stamp |
How to use a corporate seal, step by step
These steps apply to the handheld steel embosser that comes in every Corpex complete kit and is sold separately as the Embossing Seal Set.
- Sign first. The officer signs the document, then the seal is applied, so the impression does not get in the way of the pen.
- Find the spot. Look for the word Seal, the letters L.S. or a printed circle near the signature. If there is none, place the seal to the left of or partly over the signature block.
- Test on scrap paper. One practice impression shows exactly where the circle lands relative to the jaw.
- Insert the page fully and square it to the edge so the whole circle lands on the paper.
- Squeeze firmly in one motion, then release. Do not rock the embosser, which can double the image.
- Check the impression from the back. A raised, readable ring of text means the seal took.
- File the original in the minute book behind the right tab.
Sealing stock and membership certificates
On stock certificates, the seal usually goes near the signatures of the officers who sign the certificate, often where a seal circle is printed. Seal each certificate when it is actually issued, not the whole pad in advance, so unissued blanks are never sealed. Complete the stub with the holder's name, number of shares and date at the same time.
LLC membership certificates work the same way when the company has adopted a seal. If your operating agreement does not mention a seal, sealing is optional; the signatures of the authorized members or managers are what matter.
Adopting the seal in your minutes
Corporations traditionally adopt the seal at the organizational meeting. The minutes record a resolution that the seal, an impression of which appears in the margin, is adopted as the seal of the corporation, and the secretary embosses the margin of that page. That single impression is the reference copy of your official seal.
Pre-printed Corpex minutes and bylaws, or a fully customized set, give you a place for this resolution. If the company replaces its seal later, for example after a name change, record the new seal the same way in a board resolution.
Scanned, faxed and e-signed documents
A raised impression has no ink, so it often vanishes when a page is scanned. When a document must carry a visible seal in a PDF, use an inked corporate seal stamp instead. The Mark's Corpex self-inking stamp, Model R-542, carries the entity name, date and state of incorporation or organization in a 1 5/8 inch circle, the same size as the embosser.
A simple office rule works well: emboss the paper original that goes into the minute book, and stamp the copy that goes out by e-mail.
Do I need a corporate seal for an LLC?
Usually not. LLCs rarely need a seal by law, and the operating agreement controls how the company signs documents. Many LLC owners still order one because their bank, a lender or a client asks for a sealed certificate of resolutions, or simply because they want the minute book to look complete. If you order one, use the LLC's legal name exactly as filed and the state and year of organization.
Using a seal from an older Corpex Banknote kit
Owners who inherit an older Corpex Banknote minute book often find the original embosser in the kit pocket. If the legal name and state on that seal still match the company's current filing, it can keep being used. If the company has changed its name or converted to another entity type, order a new embosser that matches the current legal name, and record the change in your minutes.
Frequently asked questions
Where do I put the corporate seal on a document?
On or beside the word Seal or the L.S. mark near the officer's signature. If there is no printed spot, place it to the left of or partly over the signature block.
Do I sign before or after sealing?
Sign first, then seal. That keeps the raised impression from interfering with the signature.
Can I use a corporate seal on a scanned document?
An embossed seal usually does not show on a scan. Use a self-inking corporate seal stamp when the seal must be visible in a PDF or fax.
Do banks still require a corporate seal?
Requirements vary by bank and transaction. Some still ask for a sealed resolution or certificate, so it is worth asking before an account opening or signer change.
Is it a problem if my company never used its seal?
In most states a seal is optional, so documents signed without it are generally not invalid. Ask your attorney if a specific document or jurisdiction calls for one.
How do I put a new seal into use?
Record its adoption in a board or member resolution, emboss the margin of that page, and use it from that date forward.
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