Everyone knows that after registering a company, there will be a company seal, including official seal, contract seal, financial seal, etc. How to manage so many seals? Let’s take a look with Mande Enterprise Service!

1. What are the types of company seals and what are their uses?

Answer: There are mainly five types of company seals:

(1) Official seal, Used for the company's external affairs, industry and commerce, taxation, banking and other external affairs that need to be stamped.

(2) Special financial seal, used for the issuance of company bills, checks, etc. need to be stamped when issuance, usually called the bank seal.

(3) Special contract seal, as the name suggests, is usually required when the company signs a contract.

(4) Legal representative seal: Used for specific purposes, the company must also affix this seal when issuing bills, usually called the bank's small seal.

(5) Special invoice seal, which needs to be stamped when the company issues invoices.

2. What are the procedures and procedures required to engrave a company seal?

Answer: Generally speaking, enterprises need to hold a copy of the tax registration certificate, a copy of the business license, and a legal person ID card first. Register and file with the Public Security Bureau. After the Public Security Bureau issues a certificate, go to the designated location to engrave the seal. Generally, you need to provide the originals and copies of the above materials.

3. What are the special requirements for engraving a company seal?

Answer: The "Regulations of the State Council on the Management of Seals of National Administrative Agencies and Enterprises and Public Institutions and Social Organizations" governs the management of company seals. Specific requirements were put forward:

(1) Round shape;

(2) The diameter shall not be larger than 4.5 cm, the central government publishes a five-pointed star, and the five-pointed star external publication unit names, from left to Right circle;

(3) The published name should be the legal name. If the name has too many characters and is difficult to engrave, a standardized abbreviation can be used;

(4) The Chinese characters published on the seal should use the simplified characters announced by the State Council, and the font should be Song style;

(5) ) Other special seals (including economic contract seals, special financial seals, etc.) should be different from the official seal of the unit in name and style, and can be engraved with the approval of the leader of the unit;

(6) You should go to the seal engraving unit designated by the local public security organ to have it engraved.

4. What should I do if the seal is stolen, robbed or lost?

Answer: If the seal is indeed stolen (robbed), any disputes arising from the use of the seal will be The business is not responsible.

First of all, because the official seal is registered with the public security organ, the first step after it is lost is for the legal representative to bring the original and copy of the ID card and the original and copy of the industrial and commercial business license to the police station where the loss is located to report the case. , receive 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 bring the original and copy of the report certificate; Make a statement in a newspaper published publicly on the day, declaring that the official seal is invalid. The newspaper will publish it the next day. You can ask the local industrial and commercial bureau on which newspaper to publish the statement. The regulations are different in each place. What needs to be reminded here is that most newspapers will require all shareholders of the company to be present to sign a statement agreeing to be published in the newspaper before they can be published in the newspaper. This also sets up certain obstacles for many companies to replace their official seals if they are lost.

The third step is to bring the following documents to the Public Security Bureau’s Public Security Department to register for the new seal: a copy of the "Business License", 2 copies of the legal representative’s ID card, and a seal certificate issued by the enterprise. , legal person's power of attorney, a copy of each shareholder's ID card, shareholder certificate or shareholder list printed by the Industrial and Commercial Bureau, a police station report receipt and a copy of the newspaper statement

The fourth step is to complete the process After registering the newly carved seal, you can engrave a new seal under the guidance of the Public Security Section of the Public Security Bureau. The newly carved seal needs to be different from the previously lost seal, and a slight difference is acceptable.

The last step is to take the above application materials to the seal shop to carve a new seal.

5. If the major shareholder controls the official seal and the company's operations reach a deadlock, can other shareholders re-engrave the official seal?

Answer: Between the company's shareholders and shareholders, or between the chairman and the general manager In the battle for seals caused by internal management disputes between companies, the public security organs generally will not record the loss of the seal, which means it is more difficult to obtain a re-engraved seal, and even if it is re-engraved, the company will still face the problem of having two seals. have the same legal effect.

6. Can I use only the official seal without other seals?

Answer: No. The law has mandatory provisions on which seal should be used in certain situations. For example, the "Invoice Management Measures of the People's Republic of China" clearly states that invoices can only be stamped with a special invoice seal.

7. Do different seals have different legal effects?

Answer: There is no difference in legal effect in a strict sense, as long as they meet the legal seal requirements and The meaning is true and the seals are all valid. However, due to the different scope of use of seals, people think that seals have different effectiveness.

The official seal has the widest scope of use among all seals and is a symbol of the rights of a legal person. In current legislation and judicial practice, examining whether a legal person's official seal is affixed has become an important factor in determining whether a civil activity is established and effective. standard.

Unless there are special provisions in the law (such as the stamping of invoices), the official seal can represent the will of the legal person and sign contracts and other legal documents with external parties. It has extremely high legal effect. All letters, official documents, contracts, and letters of introduction issued in the name of the company The official seal can be used for documents, certificates or other company materials.

8. Can the official seal replace the contract-specific seal?

Answer: Yes.

In the signing of contracts and agreements, the official seal and the contract-specific seal have the same legal effect. Article 4 of the "Regulations of the Supreme People's Court on Several Issues Involving Suspects of Economic Crimes in the Trial of Economic Dispute Cases" uses the official seal and the special contract seal in parallel, which is enough to show that the official seal and the special contract seal have the same effect in signing contracts.

9. Can the official seal replace the seal of the legal representative?

Answer: It depends on the specific circumstances. For example, the power of attorney should be signed or stamped by the legal representative. In this case, Just the official seal is not enough.

10. What is an electronic seal?

Answer: Since the implementation of the "Electronic Signature Law", electronic seals (signatures) have had legal status.

The so-called electronic seal (signature) is not an image of a physical seal, but the data contained in the data message in electronic form and attached to identify the signer's identity and indicate that the signer recognizes the content. In layman's terms, an electronic seal (signature) is an electronic data key that can identify the specific sealer (signer).

11. Under what circumstances can an electronic seal be used, and under what circumstances cannot it be used?

Answer: Unless laws and regulations stipulate that electronic documents are not applicable, the use of electronic seals can be agreed upon.

Electronic seals are not applicable to:

(1) those involving personal relationships such as marriage, adoption, inheritance, etc.;

(2) those involving real estate such as land, houses, etc. Transfer of rights and interests;

(3) Involving the cessation of water supply, heating, gas supply, power supply and other public utility services;

(4) Inapplicable electronic products stipulated in laws and administrative regulations Other circumstances of the document.

12. If the contract is not stamped with a legal and valid official seal but is signed by the legal representative, is the contract valid?

Answer: Valid, unless it is agreed that signature and seal are required for the contract to 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 the legal representative engages in civil activities in the name of the company It represents the company at the time, so 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 has received the corresponding authorization from the company, then the contract is still valid.

13. The seal stamped on the contract is not a contract-specific seal, but a procurement-specific seal, a project department seal, etc. Is the contract valid?

Answer: Unless there is evidence to prove the contrary, Otherwise, it is generally considered valid.

Although the seal affixed to the contract is not a contract-specific seal and does not comply with the general principles and regulations for signing contracts, it is a loophole in the company's own management. If the company cannot submit corresponding evidence, If it is proved that the seal involved in the contract has nothing to do with the company or is privately stamped by others, the company should be deemed to have recognized 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 and before signing or sealing, one party has performed its main obligations and the other party has accepted it, the contract shall "Established", therefore if the other party has fulfilled its main obligations according to the contract and the company accepts it, the contract has been established and effective without signing or sealing.

14. If the official seal is lent to others for use, is the guarantee contract signed privately by others valid?

Answer: Valid. As an independent corporate legal person, the company's seal is the tangible representative and legal certificate for its external activities. The person in charge or other managers of the company, after being authorized by the company, are only the temporary holders and custodians of the seal. The rights and obligations arising therefrom shall be borne by the company, not the holder or custodian. If a company voluntarily lends its company seal to others for use, it shall be deemed that the company authorizes others to use the company seal, and the rights and obligations arising from the seal shall be borne by the company. Therefore, if the official seal is borrowed from others and the guarantee contract signed privately is valid, the company needs to bear the guarantee liability.

15. Can the company's articles of association stipulate the rules for the use of the seal? Will a contract signed by using the seal in violation of the articles of association be valid?

Answer: The company's articles of association can stipulate the rules for the use of the seal. However, because the articles of association It is only binding internally. If the counterparty is in good faith, the contract is valid even if the use of the seal violates the articles of association. However, those who use the official seal in violation of the articles of association to harm the interests of the company need to bear liability for compensation to the company.

16. Is the branch’s seal on the contract valid?

Answer: Although the branch does not have independent legal person status, it has also obtained a business license and can become the subject of civil litigation. The defendant, therefore, affixes the branch's seal to the contract, which generally deems the contract to be valid, and the relevant civil liability shall be borne by the head office.

17. What risks will companies encounter in seals during their operations?

Answer: Common risks in seals for companies mainly include the following:

(1) Others use counterfeit seals.

(2) Others use the scanned and printed seal.

(3) The other party uses an internal department seal that is not registered and has no qualifications.

(4) Use seals with digital symbols. (Mande Enterprise Services has doubts, who can clarify the doubts?)

Due to the high incidence of the above risks, companies should be more vigilant and do a good job of review during transactions. For example, you can check the authenticity of the seal by asking the other party to provide a seal engraving license from the Companies Bureau or by entrusting a lawyer to investigate the other party's seal filing status, carefully examine whether there are mimeographs and other imprints that the official seal has when it is used normally, and refuse the other party's use of seals that do not comply with the regulations. Use seals, etc.

18. After the company changed its name and used a new seal, is the contract stamped with the original seal still valid for the company?

Answer: Valid. The change of the company name does not affect the changed company's liability for the debts of the original company. Documents stamped with the original company name seal still have legal effect on the changed company. Therefore, the original company name seal should be properly kept and the custodian can be clearly identified. If necessary, the seal can be destroyed and registered to reduce legal risks.

19. How to identify the authenticity of a seal?

Answer: (1) Look at the font. According to the aforementioned regulations, the seal must be in Song script. If the seal stamped by the other party is not in Song script, it should be a fake seal.

(2) Look at the color. Due to the material and strength, the color of the real 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 words and the shape of the surrounding circles. First of all, whether it is a circular or oval seal, although the characters are not horizontal or vertical, each character looks like a regular rectangle when viewed individually. It cannot be distorted, or it will look like a trapezoid if it is fat at the top and thin at the bottom. Secondly, the second step is to look at the shape of the circle around the seal. This circle has a certain width, and look carefully at the edges (including the edges of the words on the seal). They cannot be very smooth. There are often some small gaps, small edges or small gaps. This It is also caused by the inconsistency between the density of the ink and the strength of the stamp during the ink dipping and stamping process. Seals made directly by computers do not have these problems. They are perfect and can only be described as fake.

(4) Look at the angle. Although most people want the seal to be straight when stamping, there will always be a slight deviation, especially round seals, which are more difficult to grasp. But when the computer creates the seal, it is definitely 100% correct by default.

(5) Look at the location. Check whether the official seal is stamped on the blank space of the agreement or on the text. Generally speaking, real seals are stamped on the company name, while poorly made fake seals like to be stamped on the blank space, because the fake seal is made by a computer, and if it is stamped on the text, it will block the subsequent text. However, fake seals with higher production standards will also be stamped on the text in order to look more authentic. At this time, you need to look carefully to see where the words on the seal overlap with the words printed on the paper. If it is a real seal, even if it overlaps , the text behind it can still be displayed through the ink; but a fake seal made by a computer will completely block the text below.

20. What are the main problems that enterprises have in seal management?

Answer: (1) The business process of seal engraving is not clear and there is no approval process. As long as the business needs it, Leaders or departments can engrave the seal at will, without issuing a formal activation document after engraving, and without clarifying the scope and time of use of the seal.

(2) The seal is not made in a unit designated by the public security department, nor is it registered with the public security organ. It is just a random unit to engrave the official seal and use it immediately after engraving, which lays the foundation for the risk of seal use in the future.

(3) Some enterprises do not have rules and regulations for seal management, and the use of seals has not been strictly approved. Seal management personnel do not strictly review the materials used for seals, and some even use seals on blank letters of introduction or blank paper. The custodian of the seal lets the seal out of his sight or allows others to take the seal out without a supervisor because he does not have time to let others stamp it on his behalf.

(4) Some companies do not have a unified seal usage ledger, and use a one-page request for instructions. After the request is completed, the approval form printed by the leader is kept by the manager's office, and it is easy to lose it over time. , cannot be traced back. Although individual units have a unified seal usage account, there is no registration of seal usage matters and seal users for documents directly reported by leaders who signed on the materials. Future issues involving such documents cannot be traced back, creating legal risks.

(5) The seal storage system of some enterprises is not perfect, and there is no dedicated person to keep it. They do not report the loss or theft of the seal in time, do not report the case in time, and do not take the initiative to publish an announcement in the newspaper to declare it invalid, thus leaving Potential printing risks are eliminated.

(6) In order to pursue profits, some companies allow unqualified companies to affiliate with construction projects. In some cases, they even allow the affiliated units to use their company seals. Once problems arise with the affiliated units, the enterprises will bear corresponding responsibilities.

(7) Some enterprises do not pay attention to the management of project department seals and are not aware of the importance of project department seals to the enterprise. The management of project department seals is not standardized, and there is no limit on the scope of use of project department seals and the approval procedures for use. , there is no ledger for the use of the project department's seal, which creates a gap in the management of the project department's seal and brings greater legal risks to the enterprise.

(8) After individual company seals were counterfeited, they failed to take correct countermeasures and allowed the risk to occur, causing irreparable losses to the company.

(9) Some enterprises failed to recover and destroy the seals of their subordinate units, departments, and project departments in a timely manner after they were revoked and closed, resulting in the loss of seals and potential legal risks.

21. What measures need to be taken to preserve the company seal?

Answer: The first is to establish a daily custody system:

(1) What measures should be taken for the company seal? In a hierarchical storage system, various seals are collected and kept by dedicated personnel at each position according to their authority.

(2) The seal must be properly kept by a special custodian and shall not be entrusted to others for safekeeping without authorization and shall be specified in their job responsibilities.

(3) The official seal should be properly kept, pay attention to safety, and prevent damage, loss and theft.

The second step is to clarify the responsibilities of the custodian:

(1) The custodian of the seal must keep the seal properly and must not lose it. If lost, it must be reported to the company office in time;

(2) The seal must be used in strict accordance with the company's regulations on the use of seals, and it shall not be used without authorization without the prescribed procedures;

( 3) During use, the custodian will review the signing of documents and seal usage slips. If approved, the seal will be used, and if rejected, it will be returned;

(4) Check whether the use of the seal is consistent with the content of the sealed document. If the seal does not match, the seal will not be affixed;

(5) If the seal is used in violation of regulations and causes losses to the company, the company will punish the violator. If serious losses are caused or the circumstances are serious, the violator will be transferred Handled by relevant authorities.

22. Is there anything we need to pay attention to when it comes to the management of official seals by dedicated personnel?

Answer: Specialized management means that the company arranges a dedicated department or full-time personnel to manage the use, printing and registration of the official seal. , such matters can be improved by formulating corresponding internal company systems.

At present, the official seal of small enterprises is generally controlled by the legal representative. If the legal representative himself is a shareholder of the company, it is generally safer. Although the legal representative is a shareholder and is not the same as the company, but from the perspective of risk prevention and control Since the interests of the company and the interests of shareholders are consistent in principle, it is prudent to print the legal representative on the official seal. The official seal should be managed by a dedicated person to facilitate the tracing of internal responsibilities of the company when the official seal is used improperly. At the same time, it is recommended that the person who is responsible for the official seal be limited to administrative functional departments or administrative personnel to avoid the official seal management personnel having the same identity as those responsible for external sales or procurement, because the latter Engaging in external business activities can easily make the exercise of rights opaque, making it difficult to monitor the legitimacy or rationality of its use.

23. What measures need to be taken to manage the use of company seals?

Answer: (1) The enterprise must establish a post legal risk prevention and control system, and personnel in seal management positions must sign a legal risk The job commitment letter clarifies the legal risk prevention and control responsibilities of seal management positions; at the same time, it is necessary to strengthen the education of legal risk prevention for personnel in seal management positions, so that they can realize the importance of seals to corporate management, and continuously improve their seal management skills and legal Risk prevention awareness.

(2) Enterprises should formulate seal management regulations, designate centralized seal management departments, clarify the seal management responsibilities of each department of the enterprise, and clarify the business processes for seal engraving and use, so that there are rules and regulations to follow. Can be followed.

(3) After receiving the business license, newly registered units of enterprises should go directly to the public security bureau of the Administrative Service Center to have their seals carved and filed. Temporary seals made by enterprises, including project department seals, must be proposed by the seal management department, reviewed by the legal department and professional departments, and reported to the company's main leaders for approval. After approval, the seal management department will engrave and file it in the unit designated by the public security organ. The seal management department should issue seal activation documents before the seal is delivered for use. Seals that have not been activated cannot be used.

(4) Enterprises should establish a unified seal usage ledger and formulate a seal usage application form. Units applying for the use of seals must go through the approval procedures in accordance with seal management regulations and obtain approval from the competent departments and business leaders. After being approved by the company leader, the seal user should fill in a unified seal registration form. The company's clerical staff should carefully review the seal documents to see if they are consistent with the application for seal content and the number of prints, and then the seal can be used on relevant documents. When using the seal, the seal custodian must use the seal in person and cannot let others use the seal on his behalf. At the same time, the seal cannot be left out of the sight of the seal custodian.

(5) Seal custodians must strengthen the custody of seals. Seals are not allowed to be taken out without the approval of the main leaders of the enterprise. When they need to be taken out under special circumstances, a seal supervisor must be designated to accompany them. The loss of a seal must be reported to the public security agency as soon as possible, and a report certificate must be obtained. At the same time, a loss statement must be published in the local or project location newspaper.

(6) It is prohibited to stamp official seals on blank documents such as blank letters of introduction, blank papers, and blank documents. In case of special circumstances, the approval of the general manager must be obtained, and the user of the official seal should indicate the number of copies of the document on the "Official Seal Use Registration Form". After the content of the document is implemented, it should be approved and registered again. If the user of the official seal no longer uses the pre-stamped blank documents or information for any reason, he should return the documents and information to the administrative department (or office) and go through the registration procedures.

In the process of using pre-stamped blank documents and information, the user of the official seal should bear corresponding work responsibilities.

(7) Enterprises must regularly check the use of seals. The enterprise seal management department should organize legal, supervisory and other departments to inspect the use of seals of its affiliated units in accordance with the seal management regulations, and take corresponding measures in a timely manner if problems are found.

(8) Enterprises should strengthen the use management of project department seals and department seals, limit their uses and use approval procedures, and strictly follow the company's administrative seal use procedures to require seal storage and use units at all levels. The project department seal and department seal must strictly limit the scope of use. They cannot be used to sign contracts with external parties, and cannot be used on external commitments, certificates and other materials. When necessary, the owner, raw material suppliers and other stakeholders must be notified of the usage rights. The project department and the company's departments must designate the seal user and custodian, establish a usage ledger, and never allow subcontractors to use the project department's seal.

(9) After the department to which the enterprise belongs changes or is revoked, the unified seal management department must collect the department seal and seal records; after the affiliated branch is cancelled, after the industrial and commercial cancellation procedures are completed, the branch including All seals and seal usage records, including administrative seals, contract seals, financial seals, person in charge’s name seals, etc.; after the project department is closed, all seals and seal usage records of the project department must be turned over to the enterprise seal management department. The corporate seal management department will work with the legal department to destroy the collected seals, and the seal use records will be archived by the seal management department in accordance with the archives management regulations.

(10) When an enterprise encounters counterfeiting of the seal of its own unit or project department, the enterprise's seal management department must promptly notify the legal management department of the relevant situation, and the legal management department shall resolve the matter in accordance with legal provisions. The basic approach is as follows: first, promptly report the case to the public security organ and hold the counterfeiter legally responsible; secondly, publish a clarification statement in relevant newspapers to notify potential customers in a timely manner; thirdly, promptly notify the counterparty to the counterfeit contract, state the relevant facts, and terminate the contract. For relevant contracts, if the counterparty fails to cooperate, an application must be made to the local court in a timely manner to determine the contract is invalid through legal channels and terminate the relevant contract.

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