I. Seal disputes
During the trial, the court found that there are four main types of disputes surrounding the use of official seals:
1, engraved with fake official seal
Company A is a regular company. Gao found a sample of company A's official seal through various channels, and then hired someone to copy a fake official seal. Then he used this fake official seal "Gui Li turned into Li Kui jy" to sign a contract with Company B in the name of Company A. There was an argument afterwards. When Company B found Company A to claim the liability for compensation, it found that the official seal on the contract was fake, but at this time, the initiator Gao had already escaped.
2. Scan and print the official seal
Company A signed a contract with others, and the contract was stamped with the official seal of Company A. Gao got a contract, scanned it first, then printed a red official seal on a prepared contract with a color printer, and finally signed the contract with this "stamped" official seal. This kind of official seal is also easy to be confused with the real one, but if you pay a little attention, you can still find that there is no official seal such as mimeograph when you use it at ordinary times.
3. Official seal of unqualified department
At present, in practice, some contracts are stamped with official seals in the name of the so-called "Third Project Department of Company A" and other subordinate departments. In the event of a dispute, when suing Company A, Company A is likely to deny the existence of the third project department and the effectiveness of the official seal at the same time. In this case, due to the lack of sufficient evidence to prove that there is a contractual relationship with the defendant A company, the plaintiff may not win the case. ..
4. The official seal contains numbers.
The official seals of some companies are as follows: Beijing A Company (III). Don't underestimate the "(3)" here, it will often become the mystery of the official seal! In case of a dispute, one party to the contract will sue a company in Beijing with this official seal as evidence. The defendant may argue that our company's official seal filed in the industrial and commercial department has no serial number, but our company does have several unfilled official seals, but there is no official seal numbered "(3)", so our company denies the effectiveness of the official seal and does not recognize the contract. In this case, if there is no other evidence to support, the plaintiff is likely to be in a passive position.
Second, the basic knowledge of the seal
(1) Types and uses of the company seal
1. official seal: used to handle the external affairs of the enterprise and can be used to sign contracts.
2. Special financial seal: used to issue enterprise-related financial bills and checks.
3. Special seal for contract: usually used when an enterprise signs a contract.
4. Seal of legal representative: used for specific purposes. For example, when an enterprise issues a bill, it should be stamped.
5. Special seal for invoices: used when issuing invoices.
6. Electronic signature: According to the provisions of China's Electronic Signature Law, an electronic signature refers to data contained in a data message in electronic form and accompanied by data used to identify the signer and show that the signer approves the content. The following instruments are not applicable to electronic signatures:
(1) involving personal relationships such as marriage, adoption and inheritance;
(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.
(2) Requirements for engraving company seals
According to the State Council's Provisions on the Administration of Seals of State Administrative Organs, Enterprises, Institutions and Social Organizations, the specific requirements for enterprise seals are as follows:
1, rounded;
2, the diameter shall not be greater than 4.5 cm, the central publication of the five-pointed star, the five-pointed star foreign publication unit name, 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;
4. The Chinese characters printed on the seal should use simplified characters published by the State Council, and the font is Song Ti;
5. Other special seals (including economic contract seal, 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;
6, should be to the local public security organs designated engraving unit engraving.
Three. Matters needing attention in the management and use of enterprise seals
1. It shall be stipulated that seals shall be managed by special departments or personnel, and specific management responsibilities shall be formulated. Management should be rigorous but not lose the timeliness of using seals. If people with flexible working hours keep seals, it will affect the timeliness of seal use and hinder the operational efficiency of enterprises.
2. According to the actual situation of the enterprise, formulate strict approval procedures for the use of seals, including but not limited to: filling in an application form for the use of seals (indicating the reasons for the use of seals, special requirements and the signature of the applicant), and approval by leaders (including department leaders and final leaders). But be careful not to have too many levels of approval, otherwise it will hinder the operational efficiency of enterprises.
3. After the seal administrator seals, the user of the seal document signs the original document, and the seal administrator keeps the receipt voucher and the copy of the seal document for archiving.
4. It must be sealed by the seal administrator himself, not by others, and the seal shall not leave the sight of the seal administrator.
Under normal circumstances, you can't take the seal out for use. If it is really necessary to use the seal under special circumstances, it shall be approved by the leader who has the right to decide, and the name, reason, lending time and return time of the seal shall be registered. If conditions permit, the seal administrator should carry the seal with him.
6. If the stamped document does not need to be used or needs to be modified, the original stamped document shall be recovered in time for filing or other treatment.
7. It is forbidden to stamp blank bills, blank format contracts, blank documents, blank letters of introduction and other blank documents. In case of special circumstances, an application shall be filed and approved by the leader who has the right to decide. The seal administrator should register the name, number, quantity and purpose of the document in detail, and track the use of the document. If it is not used within the time limit, it shall be recovered in time.
8. If it is really necessary to issue stamped blank format contracts and other documents to the business outlets of enterprises due to business needs, the distribution management should be done well, including but not limited to: detailed registration and distribution of information such as the name, number, quantity and purpose of the documents, regular distribution, regular recovery of unused or invalid documents, regular counting and verification of lost documents, and publication of loss statements.
9. Where employees who have applied for stamped blank format contracts and other documents or who have worked in business outlets that deliver stamped blank format contracts and other documents leave their jobs, the enterprise shall promptly notify relevant customers in written form and keep the customer's receipt.
10. When signing a contract between enterprises, the legal representatives of both parties should be present together as far as possible and sign and seal it. If the legal representative is unable to be present, he may entrust an agent to be present to sign and seal. Remember to keep the power of attorney, certificate of legal representative, copies of ID cards of legal representative and agent and other entrustment documents.
1 1. When signing a contract, the enterprise should use the official seal or the special seal for the contract, and avoid using the department seal or the seal with numbers. The position of signature and seal should be close to the last article of the contract, and after the last article, it should be marked "There is no text below". Every page of the contract should be stamped with a riding seal, which should completely span every page of the contract, but not beyond the page number range of the last page.
12. If there is a seal of the registered project department and other departments, it must also be managed by a special person in strict accordance with the company's seal management regulations. If the department changes or cancels, it shall timely collect the registration records of the department seal and seal use management, check and verify the use of the seal, go through the cancellation registration with the relevant administrative authorities, and notify the relevant customers in time.
13. When the seal of this enterprise is found to be forged, the evidence materials should be collected immediately, and measures should be taken in time, such as reporting the case to the public security organ, making a statement in the newspaper, and notifying potential customers in writing, so as to avoid further losses. Moreover, counterfeiters should be liable for compensation according to law.
14, enterprises should regularly check the use of seals, and take timely measures to deal with problems found. Strengthen the awareness of legal risk prevention of seal management departments and managers, and improve management skills.
15. Handling procedures for stolen, robbed or lost seals:
(1) The legal representative of the enterprise or his agent shall report the case to the local police station where the lost place is located with the power of attorney, the certificate of the legal representative, the ID cards of the legal representative and agent, the copy of the industrial and commercial business license and other materials specified by the public security organ.
(2) With the receipt, copy of business license and other related materials, declare the official seal invalid in the newspaper designated by the local industrial and commercial department.
(3) Go to the public security organ for filing a new seal.
(4) Take the above materials to the designated place of the public security organ and engrave a new seal according to the requirements of the public security organ.