In the process of legal relationship with the outside world, seal plays the role of representing the will of the unit in form. Whether in daily communication or in the court's review and judgment of disputes, it has become a common sense to determine the validity of relevant documents according to the seal, so as to determine the ownership of relevant rights and obligations. However, each unit has multiple seals. For example, corporate legal persons often have official seals, company seals, special financial seals, contracts and invoices. Enterprise seal represents all or part of the will of the enterprise, and improper use may bring huge losses to the enterprise.
Then, what is the legal effect of the official seal, legal person seal, special contract seal and human resources seal of a company-based enterprise?
They all have legal effect, but their general purposes are different. The official seal has the most uses, but it cannot be used for money-related businesses such as banks. The corporate seal and the special financial seal are collectively referred to as the seal, the corporate seal is commonly known as the private seal, the contract seal is used to sign business contracts, and other contracts use the official seal. The official seal can also sign a commercial contract. The seal of the human resources department is an internal seal, which is generally not used externally, and is used for the internal personnel affairs of the human resources department of the company. However, when signing a labor/service contract, the official seal of the enterprise normally takes effect.
According to Article 16 of the Regulations on the Administration of Registration of Enterprise as a Legal Person in People's Republic of China (PRC): "The unit applying for business registration of enterprise as a legal person shall be approved and registered by the registration authority, and obtain the Business License of Enterprise as a Legal Person to set up an enterprise. An enterprise legal person can engrave the official seal, open a bank account, sign a contract and carry out business activities with the Business License for Enterprise Legal Person. " The words "official seal" appeared here. The actual situation in China is that after obtaining the business license, an enterprise as a legal person can engrave three official seals and put them on record in the industrial and commercial bureau: official seal, special seal for contract and special seal for finance. Generally speaking, these three kinds of official seals are legally effective seals representing corporate behavior. According to the different business scope of enterprises, some enterprises may need to engrave a special seal for customs declaration, which needs to be filed at the customs.
The official seal is the most effective of all seals and 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. Letter of introduction and contract with official seal are legal documents to express the company's intention. In legal practice, the actor who holds the above legal documents will generally be regarded as the agent of the company (that is, the authorized representative). The legal consequences of the civil legal acts carried out by the agent in the name of the company within the scope of agency authority shall be borne by the company.
Among the senior managers of the company, only the legal representative of the company has the right to represent the company. Therefore, only the signature of the legal representative and the official seal are comparable.
Because the official seal can take effect independently, if only the official seal of the company is not signed by the legal representative, the law confirms the validity of the company documents. For example, Article 32 of the Contract Law stipulates that if the parties conclude a contract in the form of a contract, the contract shall be established when both parties sign or seal it; Article 52 of the Supreme People's Court's Opinions on Several Issues Concerning the Application of Civil Procedure Law stipulates that if a business introduction letter, a special seal for a contract, a stamped blank contract or a bank account is borrowed, the lending unit and the borrower are litigants. It can be seen that the official seal can represent the company alone.
On the contrary, if there is only the signature of the legal representative of the company without the official seal of the company, then the validity of the document will be questioned. At present, there is no legal norm to affirm the sole validity of the signature of the legal representative, but in judicial practice, the validity of the signature often needs other evidence to prove.
In short, the official seal can of course make the document effective, but the signature of the legal representative is not, so the official seal is more effective than the signature of the legal representative. The signature of other company executives is not as effective as the official seal.
The company seal is only used for limited purposes, such as tax declaration, issuing checks, etc. Legally speaking, stamping is the behavior of a legal person, not a natural person; A document signed by a representative in his own name and stamped with the seal of a legal person can be regarded as an official act, not a personal act of the signatory. If the seal owner gives the seal to others for use based on his own will, which has the legal effect of giving others the power of attorney, the seal owner must bear the responsibility of expressing will.
The function of the special financial seal is to handle unit accounting and bank settlement.
Special seal for invoices, used by the company when issuing invoices.
Special seal for contract, which is used by the unit when signing the contract, can represent the unit within the scope of signing and bear the rights and obligations arising therefrom; The official seal can replace the special seal for the contract.
As for the effectiveness of the contract seal and the official seal, they are actually the same in the use process and judicial practice, and have the same legal effect as contracts and agreements. Article 32 of the Contract Law stipulates that if the parties conclude a contract in the form of a contract, the contract shall be established when both parties sign or seal it. There is no clear boundary between the seal and the official seal of a contract. However, this does not mean that signing the contract with the special seal of the contract takes effect, and signing the contract with the official seal does not take effect. In fact, the company's special seal for contracts and the company's official seal have legal effect when signing contracts on behalf of the company. This can be proved by the provisions of 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 (adopted at the 974th meeting of the the Supreme People's Court Judicial Committee on April 9 1998). "If an individual borrows a business letter of introduction, a special seal for a contract or a blank contract stamped with an official seal from a unit, signs an economic contract in the name of the lending unit, defrauds the property for personal possession, use, disposal or other criminal activities, thus causing economic losses to the other party, which constitutes a crime, in addition to investigating the criminal responsibility of the borrower according to law, the unit that lends a business letter of introduction, a special seal for a contract or a blank contract stamped with an official seal shall be liable for compensation according to law. However, there is evidence that the victim knows that the other party signing the contract is borrowing money, but still signs the contract with it. " Therefore, the special seal and official seal of a legal person contract are valid when the contract is signed, and the official seal does not affect the validity of the contract.
At the same time, if circumstantial evidence can be provided to prove that the unit signed the contract voluntarily, even if unqualified seals such as special financial seals are used, legal acts such as contracts can be established. In addition, personal signature, such as the signature of the legal representative, can also represent the will of the unit to a certain extent.
Other business seals carved by the enterprise itself, such as special seals for materials in and out of the warehouse, official seals of enterprises owned by functional departments at all levels and grass-roots units, etc. , mainly used inside the enterprise, but generally can't be used outside the enterprise. The seal of these internal chapters only confirms this fact. If the special seal for archives is affixed to the contract, it will not have the legal effect of signing the contract.
Electronic Signature Seal: With the progress of society and the development of Internet, the Law of People's Republic of China (PRC) on Electronic Signature was promulgated immediately, in which Article 3 stipulates: "In civil activities, the parties may agree to use or not use electronic signatures and data messages. A document in the form of electronic signature or data message agreed by the parties shall not be denied its legal effect just because it is in the form of electronic signature or data message. " This law declares the legal effect of electronic signature in market economy activities, and marks a new breakthrough in the legal identity and qualification display mode of enterprise legal person. This will certainly open up a new and widely used mode for future electronic bidding activities, that is, online bidding activities.