Hong Kong Company Chop

Here are the images of companies chops used in Hong Kong.

Whilst there are various ways to call them, 1 is called “Round Chop”, 2 is called “Square Chop”, and 3 is called “Common Seal”.

Legal Requirements

First, the Hong Kong Companies Ordinance does not require Round Chop and Square Chop, and a company can now choose to use the Common Seal after the 2014 Amendment to the Companies Ordinance. However, it is needed as a business practice in Hong Kong, so it is needed after all.

It is necessary for the board of directors to approve the seal as a company. Normally, approval is given by First Board Resolution when the corporation is established.

Use of Chops

Round Chop is mainly a seal which is stamped when there is a delivery. You may also be asked to seal your seal when submitting to a government agency. Some companies stamp invoices and receipts, but this is not a legal requirement.

Looking at the letters engraved on the Square Chop,

For and on behalf of Visence Professional Services Limited (corporate name)

 —————————————————————————-

                                                     Authorized Signator(ies) 

The person who has the authority to sign the corporation signs on the dotted line (—–). Therefore, Square Chop is often used for contracts. However, as mentioned above, it is required by Hong Kong business practices, not legal requirements, so if the contractor asks you to seal the Square Chop, we will do so. Under the Hong Kong Companies Act, if you write “For and on behalf of (corporate name)” and sign it, the representative of the corporation will be signing and you will be able to conclude a contract as a corporation. So be careful.

The Common Seal is required to issue a special deed called Deed. The company name is engraved on the inside of the iron tool, and it is printed by tightening the gold / red sticker and paper. By issuing a Deed, it is possible to maintain not only the rights of the contracting parties but also the contingency (I will explain at another time).

Suppliers

When the corporation is established, I ask a printing shop to create a green box, but it is inside the green box. If you need it, you can buy it at Ma Wah Lane in Sheung Wan.

Banks and financial institutions

For security reasons, some corporations may register a company chop (Square Chop) and a signature to prevent deposits and withdrawals without two requirements. However, if you have not registered, Company Chop is not required for banking transactions. However, please note that even in financial transactions, a company chop is required for pension (MPF) related notification forms.

What is a Company Secretary?

In common-law corporate settings, in addition to shareholders and directors, there is a position called Company Secretary. Although the Company Secretary is not directly involved in management decisions, it is a core position that oversees back office operations in company management.

The general duties of a company secretary are:

  • Convening, holding, and proceeding with the Board of Directors (Board of Directors) or the General Meeting of Shareholders (Council)
  • Preparation and management of minutes and approval documents
  • Contact work with external experts regarding the creation and submission of registries
  • Accounting book preparation Contact work with accounting auditors, preparation and submission of tax documents Contact work with tax accountant
  • Creating a company manual
  • Compliance support (including anti-maneron and identity verification work)
  • Management of various legal documents
  • Providing meeting arrangements and interpreting services to management as needed
  • Other operations required by management in company management ・

The advantage is that the company secretary can supervises the clerical work, shareholders and directors can focus on essential part of the company management. In fact, appointing a company secretary may be statutory requirement in some jurisdictions. Due to the complexity that it requires, Company Secretaries tend to be lawyers and accounting professionals.