What Is a Corporate Seal?
A corporate seal is an emblem or stamp a corporation historically used to authenticate its official documents. Pressed or printed onto a document, the seal signified that the corporation — not just the individual signing — formally adopted the act. The seal typically shows the company's name, state of incorporation, and year formed.
Is a Corporate Seal Required?
In modern practice, a corporate seal is largely optional and no longer legally required for most corporate acts. Florida's corporation statutes do not condition the validity of a document on the presence of a seal; a document signed by an authorized officer is binding with or without one. Many companies keep a seal for tradition or for transactions where another party still asks for it.
Where a Seal Still Appears
- On stock certificates and formal corporate resolutions
- On documents for banks or foreign parties that request a seal by custom
- As evidence that an act was a formal act of the corporation
Authority to bind the company comes from the officer's authorization and the corporate records — not from the seal itself.
Related Terms
- Shareholder Agreement — Part of the corporate governance framework
- Ratification — How a corporation can adopt an act
- Principal — The corporation acting through its agents
Barnes Walker Business Law
Barnes Walker's business attorneys handle Florida corporate formation, governance, and authority questions. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC