1. What are the types of company seals and what are their uses?
A: There are five main types of company seals:
(1) official seal, which is used for the company's external affairs. External affairs such as industry and commerce, taxation and banking need to be stamped.
(2) Special financial seal, which is used to issue company bills. When a check is issued, it needs to be stamped, usually called a bank seal.
(III) Special Seal for Contract As the name implies, a company usually needs to affix a special seal for contract when signing a contract.
(4) Seal of legal representative: used for specific purposes, the company should also affix this seal when issuing bills, which is usually called the seal of small bank.
(5) Special seal for invoices, which needs to be stamped when the company issues invoices.
2. What are the procedures and formalities for engraving the company seal?
A: Generally speaking, enterprises need to take a copy of tax registration certificate, a copy of business license and a legal person ID card to the public security bureau for registration. After the public security bureau issues the certificate, it will engrave the seal at the designated place. Generally, originals and copies of the above materials are required.
3. What are the special requirements for engraving the company seal?
A: The Provisions of the State Council on the Seal Management of State Administrative Organs and Social Organizations of Enterprises and Institutions put forward specific requirements for the seal management of companies:
(1) loop;
(two) the diameter shall not be greater than 4.5 cm, and the names of the five-pointed stars in the central periodicals and the five-pointed stars in foreign periodicals circulate from left to right;
(3) The name of the publication shall be the legal name. If there are too many words in the name to engrave, you can use standardized abbreviations;
(four) the Chinese characters printed on the seal should use the simplified characters published by the State Council, and the font is Song Ti;
(5) Other special seals (including economic contract seal and financial special seal, etc.). ) should be different from the official seal of the unit in name and style, and can be engraved only after being approved by the unit leader;
(six) to the local public security organs designated lettering unit lettering.
4. What if the seal is stolen, robbed or lost?
Answer: If the seal is really stolen (robbed), the enterprise will not be responsible for the disputes arising from the use of the seal.
First of all, because the official seal has been filed with the public security organ, the first step after it is lost should be for the legal representative to bring the original and photocopy of the ID card and the original and photocopy of the industrial and commercial business license to the police station under the jurisdiction of the lost place to report the case and obtain the report certificate.
Then let the public know that your lost official seal has been invalidated, so the second step after the official seal is lost is to take the original and copy of the report certificate; The original and photocopy of the industrial and commercial business license shall be published in daily public newspapers at or above the municipal level, and the official seal shall be affixed to declare it invalid. The newspaper will be published the next day. In which newspaper can I talk to the local industrial and commercial bureau? Every place has different rules. What needs to be reminded here is that most newspapers require all shareholders of the company to be present and sign a statement agreeing to publish before they are allowed to publish, which also sets certain obstacles for many companies to lose their official seals.
Step 3: You should apply for a new filing seal with the following documents: copy of business license, two copies of legal representative's ID card, seal certificate issued by the enterprise, power of attorney of legal person, one copy of all shareholders' ID cards, copy of shareholder certificate or register printed by the Industrial and Commercial Bureau, and copy of report receipt and newspaper announcement from the police station.
Step 4: After registering a new seal, you can engrave a new seal under the guidance of the Public Security Bureau. The new seal needs to be different from the previously lost seal, or a little different.
The last step, take the above materials to the seal shop to carve a new seal.
5. the major shareholder holds the official seal, which makes the company's operation deadlocked. Can other shareholders carve official seals?
A: Due to the loss of seals caused by internal management disputes between shareholders or between the chairman and the general manager of the company, the public security organs generally refuse to file a case, that is, it is difficult to obtain a new seal. Even if the seal is re-engraved, the company will still face the situation that the two seals have the same legal effect.
6. Can we just use the official seal instead of other seals?
A: No. The law has mandatory provisions on what kind of seal to use in some cases. For example, the Measures for the Administration of Invoices in People's Republic of China (PRC) stipulates that invoices can only be stamped with special invoice seals.
7. Do different seals have different legal effects?
A: There is no difference in strict legal effect. As long as it meets the seal requirements stipulated by law, the meaning is true and the seal is valid. However, due to the different scope of use of seals, people think that seals have different functions.
The official seal is the most widely used of all seals, and it is a symbol of legal person's rights. In the current legislative and judicial practice, it is an important criterion to judge whether a civil activity is established and effective. Unless there are special provisions in the law (such as stamping invoices), the official seal can represent the will of legal persons and sign contracts and other legal documents with high legal effect. All letters, official documents, contracts, letters of introduction, certificates or other company materials issued in the name of the company can use the official seal.
8. Can the official seal replace the special seal for the contract?
A: Yes.
When signing contracts and agreements, the official seal and the special seal for contracts have the same legal effect. The juxtaposition of the official seal and the special seal for the contract in Article 4 of the Provisions of the Supreme People's Court on Several Issues Concerning the Trial of Economic Disputes Cases Suspected of Economic Crimes also shows that the official seal and the special seal for the contract have the same effect when signing the contract.
9. Can the official seal replace the seal of the legal representative?
A: As the case may be, if the power of attorney requires the signature or seal of the legal representative, it is not enough to have an official seal at this time.
10, what is an electronic seal?
A: Since the implementation of the Electronic Signature Law, electronic seals (signatures) have gained legal status.
The so-called electronic seal (signature) is not the visualization of the physical seal, but the data contained in the data message in electronic form and attached to identify the signer's identity and show that the signer approves the content. Generally speaking, an electronic seal (signature) is an electronic data key that can identify a specific signer (signer).
1 1. When can I use an electronic seal and when can I not?
Answer: Except in the case that laws and regulations stipulate that electronic documents are not applicable, you can agree to use electronic seals.
Electronic seal is not applicable to:
(a) involving marriage, adoption, inheritance and other personal relationships;
(two) involving the transfer of real estate rights such as land and houses;
(three) involving the cessation of water supply, heating, gas supply, power supply and other public utilities services;
(4) Other circumstances in which electronic documents are not applicable as stipulated by laws and administrative regulations.
12. Is the contract valid without a valid official seal but signed by the legal representative?
A: Yes, unless it is agreed that the contract needs to be signed and sealed before it can take effect.
Article 32 of the Contract Law stipulates: "If the parties conclude a contract in the form of a contract, the contract is established when both parties sign or seal it." Because when the legal representative engages in civil activities on behalf of the company in the name of the company, only the signature of the legal representative can make the contract effective.
Similarly, although there is no official seal, if the person signing the contract is authorized by the company, then the contract is equally valid.
13. The seal stamped on the contract is not the special seal for the contract, but the special seal for procurement and the special seal for the project department. Is the contract valid?
A: Unless there is evidence to the contrary, it is generally considered to be effective.
Although the seal stamped on the contract is not a special seal for the contract and does not conform to the general principles and regulations for signing the contract, it is a loophole in the company's own management. If the company cannot submit corresponding evidence to prove that the seal involved in the contract has nothing to do with the company or is privately carved by others, it will be deemed that the company recognizes the validity of the contract.
On the other hand, Article 37 of the Contract Law stipulates: "If a contract is concluded in the form of a contract, one party has fulfilled its main obligations before signing or sealing, and the other party accepts it, the contract is established." Therefore, if the other party has fulfilled its main obligations as agreed in the contract, and the company recognizes it, the contract is valid without signature or seal.
14. If the official seal is lent to others, is the guarantee contract signed by others privately valid?
A: Effective. As an independent enterprise legal person, the company seal is the tangible representative and legal certificate of its external activities. The person in charge or other management personnel of the company, after being authorized by the company, is only the temporary holder and custodian of the seal. The rights and obligations arising from the exercise of the company seal should be borne by the company, not by the holder or custodian. If the company lends its seal to others voluntarily, it shall be deemed that the company authorizes others to use its seal, and the rights and obligations arising from the seal shall be borne by the company. Therefore, the guarantee contract signed privately by lending the official seal to others is valid, and the company needs to bear the guarantee responsibility.
15. can the articles of association stipulate the rules for the use of seals? Is a contract signed with a seal in violation of the Articles of Association valid?
A: The company's articles of association can stipulate the rules for the use of the seal, but since the articles of association are only binding internally, if the counterpart is in good faith, even if the use of the seal violates the articles of association, the contract is still valid. However, if the official seal is used in violation of the company's articles of association to damage the company's interests, it shall be liable for compensation.
16. Is it effective to stamp the branch seal on the contract?
A: Although the branch company does not have the qualification of an independent legal person, it has also obtained a business license and can become a defendant in a civil lawsuit. Therefore, it is generally recognized that the contract is valid with the seal of the branch company, and the relevant civil liability shall be borne by the head office.
17. What risks will the company encounter in its operation?
A: The common risks of the company's seal mainly include the following:
(a) others use fake seals.
(two) others use the scanned seal.
(3) The other party uses the seal of the internal department without filing and qualification.
(4) Use seals with digital symbols. (Mande enterprises have doubts, who can solve them? )
Due to the high incidence of the above risks, companies and enterprises should be vigilant and do a good job in transaction audit. For example, you can check the authenticity of the seal by asking the other party to provide the seal engraving license of the company bureau or entrusting a lawyer to investigate the record of the other party's seal, and carefully check whether there are impressions of official seals such as mimeographs in normal use, and refuse the other party to use the seal irregularly.
18. The company changed its name and used a new seal. Is the contract with the original seal still valid for the company?
A: Effective. The change of enterprise name does not affect the debts of the original company, and the documents stamped with the original enterprise name still have legal effect on the changed company. Therefore, the original seal of the enterprise name should be properly kept, the custodian can be identified, and the seal can be destroyed and registered when necessary to reduce legal risks.
19, how to identify the authenticity of the seal?
A: (1) Look at the font. According to the above regulations, the seal must be in Song style. If the seal stamped by the other party is not in Song style, it should be a fake seal.
(2) look at the color. Due to the quality and strength, the color of the actual official seal is often uneven, while the color of the computer-made seal is consistent and more vivid.
(3) Look at the shape, including the shape of the word and the shape of the surrounding circle. First of all, whether it is a circular seal or an oval seal, although the characters are not horizontal and vertical, each character is a straight rectangle, which cannot be distorted, or looks like a trapezoid with a fat top and a thin bottom. Secondly, look at the shape of the circle around the seal. This circle has a certain width, and it is impossible to look at the edges (including the edges of the words on the seal) very smoothly. Often there will be some small gaps, small corners or small blanks, which is also caused by the inconsistency between the density of ink and the strength of bronzing during dipping and bronzing. However, the seal made directly by computer does not have these problems, and the perfect seal can only be described as fake.
(4) look at the angle. Although most people want to print the seal correctly, there will always be a little deviation, especially the round seal is more difficult to grasp. However, when a computer makes a seal, 100% must be a positive number by default.
(5) Look at the location. See if the official seal is stamped on the blank space of the agreement or on the text. Generally speaking, the real seal is stamped on the company name, while the shoddy fake seal likes to be stamped in the blank, because the fake seal is made by computer, and if it is stamped on the text, it will block the text behind. But in order to look more authentic, fake seals with higher production level will also be stamped with words. At this time, you need to carefully look at the overlap between the words on the seal and the words printed on the paper. If the real seals overlap, the words behind can still be displayed by ink; The fake seal made by the computer will completely block the following words.
20. What are the main problems in enterprise seal management?
A: (1) The business process of engraving is unclear, and there is no approval procedure. As long as the business needs, leaders or departments can carve chapters at will. After engraving, no official authorization document is issued, and the scope and time of use of the seal are unclear.
(2) seal engraving is not carried out in the unit designated by the public security department, nor is it filed with the public security organ. Just find a unit to engrave the official seal and use it after engraving, which has laid a hidden danger for the use of the seal in the future.
(3) Individual enterprises have no seal management rules and regulations, and the use of seals has not been strictly examined and approved. Seal managers do not strictly examine the materials used in seals, and what's more, they use seals on blank letters of introduction or blank paper. The seal keeper keeps the seal out of his sight or allows others to take it out without a supervisor, because he has no time to let others stamp it for him.
(4) Individual enterprises do not have a unified ledger for the use of seals, and instructions are given page by page. After the instructions are completed, the printed signature sheet approved by the leader is kept by the manager's office, which is easy to be lost after a long time and cannot be traced back. Although individual units have a unified printing ledger, there is no registration of printed items and users for the documents directly reported by the leaders who signed the materials, and the problems involving such documents in the future cannot be traced back, which poses legal risks.
(5) The seal keeping system of individual enterprises is not perfect, and there is no designated person to keep it. After the seal is lost or stolen, it is not reported in time, nor is it declared invalid in the newspaper, thus leaving a potential printing risk.
(6) In order to pursue profits, individual enterprises allow unqualified enterprises to attach themselves to construction, and even allow affiliated units to use company seals in some cases. Once the affiliated unit has problems, the enterprise will bear corresponding responsibilities.
(7) Individual enterprises do not attach importance to the management of the seal of the project department and do not realize the importance of the seal of the project department to the enterprise. The seal management of the project department is not standardized, the scope of use and the approval procedures for the use of the seal of the project department are not restricted, and the account for the use of the seal of the project department is not established, which forms a blank in the seal management of the project department and brings great legal risks to the enterprise.
(8) After the seals of individual enterprises were forged, they failed to take correct countermeasures and let the risks happen, which brought irreparable losses to enterprises.
(9) After the cancellation and closure of individual enterprises, the seals of subordinate units, departments and project departments were not recovered and destroyed in time, resulting in the loss of seals and potential legal risks.
2 1. What measures should be taken to keep the company seal?
A: First, establish a daily storage system:
(1) The company's seals shall be kept at different levels, and all kinds of seals shall be collected and kept by special personnel in each position according to their functions and powers.
(two) the seal must be properly kept by a special custodian, and it is not allowed to entrust others to keep it without authorization, and its post responsibilities should be clarified.
(three) the official seal should be properly kept, pay attention to safety, to prevent damage, loss and theft.
The second is to clarify the responsibilities of the custodian:
(1) The seal keeper must take good care of the seal and shall not lose it. If it is lost, it must be reported to the company office in time;
(2) The seal must be used in strict accordance with the company's seal use regulations and may not be used without the prescribed procedures;
(three) when using, the custodian shall review the signing of the documents and seals, and if it agrees to use the seals, it shall be used, and if it refuses to use them, it shall be returned;
(four) check whether the use of the seal is consistent with the contents of the sealed document, and if it is inconsistent, it will not be stamped;
(5) Violation of the regulations on the use of seals, which causes losses to the company, shall be punished by the company, and heavy losses or serious circumstances shall be handed over to the relevant departments for handling.
22. Is there anything to pay attention to when the official seal is managed by a special person?
A: Special person management means that the company arranges special departments or full-time personnel to manage the use, printing and registration of official seals. These problems can be improved by formulating corresponding internal systems.
At present, the official seal of small enterprises is generally controlled by the legal representative. If the legal representative is a company shareholder, it is generally safe. Although the legal representative as a shareholder is not the same as the company itself, in terms of risk prevention and control, due to the consistency of the interests of the company and shareholders, it will be more cautious to print the official seal. The official seal is managed by a special person, which is convenient for tracing the internal responsibility of the company when the official seal is not used. At the same time, the person in charge of the official seal suggested that it should be limited to administrative departments or personnel, and avoid being the official seal manager and the person in charge of foreign sales or procurement, because the latter's foreign business activities easily make the exercise of rights opaque and it is difficult to supervise the legality or rationality of its use.
23. What measures should be taken to manage the use of company seals?
A: (1) The enterprise shall establish a post legal risk prevention and control system, and the personnel in the post of seal management shall sign a letter of commitment on the post of legal risk, so as to clarify the legal risk prevention and control responsibility of the post of seal management; At the same time, it is necessary to strengthen the education of legal risk prevention for seal managers, make them realize the important significance of seals to enterprise management, and constantly improve seal management skills and awareness of legal risk prevention.
(2) An enterprise shall formulate regulations on seal management, designate a centralized seal management department, clarify the seal management responsibilities of all departments of the enterprise, and clarify the business process of seal engraving and use, so as to ensure that there are rules to follow.
(3) After receiving the business license, the newly registered enterprise unit directly goes to the public security organ of the administrative service center to engrave the seal and put it on record. The temporary seal engraving of the enterprise, including the seal of the project department, must be proposed by the seal management department, reviewed by the legal department and the professional department, and reported to the main leaders of the company for approval. After approval, the seal management department shall uniformly engrave and put on record in the unit designated by the public security organ. The seal management department shall issue a seal activation document before the seal is delivered for use, and the seal that is not activated shall not be used.
(4) An enterprise shall establish a unified ledger for the use of seals and formulate an application form for the use of seals. Units applying for the use of seals must go through the examination and approval procedures in accordance with the provisions on seal management, and be approved by the competent department and business leaders. After the approval of the enterprise leaders, the user shall fill in a unified registration form for printing, and the clerical staff of the enterprise shall carefully review the printed documents and check whether the contents and times of the application for printing are consistent before printing on the relevant documents. When using the seal, the seal keeper must use the seal himself, and no one else may use the seal on his behalf, and the seal shall not leave the sight of the seal keeper.
(five) the seal keeper must strengthen the custody of the seal, and the seal is not allowed to be taken out without the approval of the main leaders of the enterprise. When it needs to be taken out under special circumstances, the seal supervisor must be appointed to accompany it. The loss of the seal must be reported to the public security organ at the first time and the report certificate must be obtained. At the same time, the loss statement should be published in local or local newspapers.
(six) it is forbidden to stamp the official seal on blank documents such as blank letter of introduction, blank paper and blank documents. In case of special circumstances, it must be approved by the general manager. The official seal user should indicate the document number in the Official Seal Use Registration Form, and re-examine and approve the registration after the document content is implemented. When the user of the official seal no longer uses the blank documents stamped in advance for some reason, he should return the documents to the administrative office (or office) for registration. In the process of using preprinted blank documents and materials, the user of the official seal shall bear the corresponding work responsibilities.
(seven) enterprises must regularly check the use of seals. The seal management department of an enterprise shall, in accordance with the seal management regulations, organize the legal and supervisory departments to inspect the use of seals of subordinate units, and take corresponding measures in time when problems are found.
(VIII) The enterprise shall strengthen the management of the use of seals of project departments and departments, restrict their use and approval procedures, and keep and use seals at all levels in strict accordance with the requirements of the company's administrative official seal use procedures. The seal of the project department and the seal of the department shall strictly limit the scope of use, and shall not be used for signing contracts with foreign countries, or for foreign commitments, certificates and other materials. If necessary, the owner, raw material suppliers and other stakeholders shall be informed of the use rights. The project department and the enterprise department shall designate seals and custodians, establish use ledgers, and never allow subcontractors to use the seals of the project department.
(nine) after the change or cancellation of the subordinate departments of the enterprise, the unified seal management department must collect the departmental seals and seal records; After the cancellation of the affiliated branch and the completion of the industrial and commercial cancellation procedures, all the seals and seal records of the branch, including the administrative seal, the special seal for contracts, the special seal for finance and the seal of the person in charge, shall be collected; After the closure of the project department, all seals and seal records of the project department must be turned over to the enterprise seal management department. The seal management department of the enterprise shall, jointly with the legal department, uniformly destroy the collected seals, and the seal management department shall file the seal records in accordance with the provisions on file management.
(10) When an enterprise encounters a forged seal of its own unit or project department, the seal management department of the enterprise shall promptly notify the legal management department of the relevant situation, and the legal management department shall solve it according to law. The basic methods are as follows: first, report the case to the public security organ in time and investigate the legal responsibility of the counterfeiters; Secondly, issue a clarification statement in relevant newspapers to inform potential customers in time; Thirdly, notify the counterpart who forged the contract in time, state the relevant facts and terminate the relevant contract. If the other party does not cooperate, it shall apply to the local court in time to find the contract invalid and terminate the relevant contract through legal channels.
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