No corporation statute read for this page requires a company to own a corporate seal: Delaware's General Corporation Law, the Model Business Corporation Act and eight other state laws treat the seal as a power a corporation may use, not a duty. Ohio adds that a missing seal does not affect an instrument's validity. Seals still appear in state rules for share certificates and land documents, and lenders may ask for one. This page covers the seal's face, LLC and nonprofit use, devices, placement and ordering.
Engineer Seal Stamps compliance desk. Checked against 8 Del. C. § 122, the Model Business Corporation Act, the corporation statutes of New York, Florida, Texas, Ohio, North Carolina, Virginia, Washington and Massachusetts, and the UK Companies Act 2006. Sources read September 2026. Updated 8 November 2026.
| Question | Answer | Source |
|---|---|---|
| Does Delaware require a corporate seal? | No. Having a seal is listed among the powers of every Delaware corporation. The seal can be changed at pleasure and used as an impression, an affixed mark, a facsimile or any other reproduction. | 8 Del. C. § 122(3) |
| What does the model act say? | A corporation has the power to have a seal, change it at will, and use it or a facsimile by impressing, affixing or otherwise reproducing it. | Model Business Corporation Act § 3.02(2) |
| Do state filings need a seal? | No. A document filed with the state may carry a corporate seal, but it does not have to. | MBCA (2016 Revision) § 1.20(g); Fla. Stat. § 607.0120(7) |
| Is an unsealed instrument valid in Ohio? | Yes. Failing to affix the corporate seal does not affect the validity of any instrument. | Ohio Rev. Code § 1701.13(B) |
| What effect does a seal have in New York? | For instruments executed after August 31, 1941, whether a seal is present has no legal effect unless a statute expressly provides otherwise. The Business Corporation Law treats a corporate seal on an instrument as prima facie evidence that the corporation authorized it. | N.Y. Gen. Constr. Law § 44-a; N.Y. Bus. Corp. Law § 107 |
| Do share certificates need a seal? | Optional. Officers sign, and the certificate may bear the seal or a facsimile. Delaware's certificate section asks for two authorized officers' signatures and does not mention a seal. | Fla. Stat. § 607.0625(4); N.C. Gen. Stat. § 55-6-25(d); RCW 23B.06.250(4); N.Y. Bus. Corp. Law § 508(a); 8 Del. C. § 158 |
| Who still asks for seals? | The model act's official comment names lenders and title companies as organizations that may want seals, acknowledgments or verifications on particular documents. | MBCA (2016 Revision) § 1.20, Official Comment |
| Do Florida land documents mention the seal? | Yes. A corporation may execute deeds, mortgages and other land instruments sealed with its corporate seal and signed in its name by the president, a vice president or the chief executive officer. | Fla. Stat. § 692.01 |
| How does Texas handle seals? | A domestic entity may have and alter a seal and use it or a facsimile. On certificated bonds and other debt certificates, an adopted seal may be engraved or printed as a facsimile. | Tex. Bus. Orgs. Code §§ 2.101(2), 2.114(a) |
| Does an LLC need a seal? | Neither Delaware's LLC powers section nor New York's LLC powers list mentions a seal. | 6 Del. C. § 18-106; N.Y. Ltd. Liab. Co. Law § 202 |
| Does a nonprofit need a seal? | Not under the statutes read here, but a Florida nonprofit's seal must always contain "corporation not for profit" or "nonprofit corporation." Ohio says a missing seal does not affect validity. | Fla. Stat. § 617.0302(2); Ohio Rev. Code § 1702.12(B); N.Y. Not-for-Profit Corp. Law § 202(a)(3) |
| Does a UK company need a common seal? | No. A company may have one but need not. If it has one, its name must be engraved on it in legible characters. | Companies Act 2006 (UK) § 45(1), (2) |
| Can a UK company sign instead of sealing? | Yes. Two authorized signatories, or one director with an attesting witness, can execute a document, with the same effect as the common seal when the document is expressed to be executed by the company. | Companies Act 2006 (UK) § 44(2), (4) |
| Is there a seal for use abroad? | A UK company with a common seal may keep an official seal for use outside the UK. It copies the common seal and adds the place or places where it will be used. | Companies Act 2006 (UK) § 49(1), (2) |
What is a corporate seal, and what goes on it?
A corporate seal, also called a company seal or common seal, presses or prints a round mark of a company's identity. The U.S. corporation statutes read here set no wording for a business seal, so ESS faces show the company name, the state and, on dated styles, the year.
Delaware's 8 Del. C. § 122(3) and Model Business Corporation Act § 3.02(2) give a corporation the power to have a seal and to change it, but neither lists what the seal must say. Two content rules did appear in the sources read. Florida nonprofits must include "corporation not for profit" or "nonprofit corporation" (Fla. Stat. § 617.0302(2)), and a UK company that keeps a common seal must have its name engraved on it in legible characters (Companies Act 2006, § 45(2)).
The standard ESS layout is a circle with a dotted border. Your company name curves along the top arc, your state curves along the bottom, and the center reads "CORPORATE" above a larger "SEAL." A small star sits at the bottom center on the star styles and on several dated styles. Dated styles place a year under "SEAL." Other center wordings in the range are "Limited Liability," "Incorporated" and "Non-Profit Org." The Long Reach Corporate Seal uses a double ring of dots around its outer edge.
Every ESS corporate seal is 1-5/8 inches across, on desk embossers, pre-inked stamps and electronic seal files.
How should a professional corporate seal be designed?
At Engineer Seal Stamps you design a corporate seal by picking one of the preset 1-5/8 in. seal styles and filling in your exact wording: the company name for the top arc, the state for the bottom arc and, on dated styles, the year of incorporation. The border, lettering and spacing come with the style you pick, so every impression matches the last one.
| Seal style | Center of the seal | Example product | Price |
|---|---|---|---|
| Corporate Seal | CORPORATE above SEAL | Desk Corporate Seal | $39.95 |
| Corporate Seal with Star | CORPORATE above SEAL, small star at the bottom | Desk Corporate Seal with Star | $39.95 |
| Business Seal | SEAL on its own | Standard Handheld Business Seal and Stamp Kit with PSI Pre-Inked Stamp | $62.95 |
| Company Seal | SEAL with a small star, name on an outer ring | Desk Company Seal | $39.95 |
| Limited Liability Seal | LIMITED LIABILITY above SEAL | Desk Limited Liability Seal | $39.95 |
| Incorporation Seal with Date | INCORPORATED above SEAL, year below | Long Reach Incorporation Seal with Date | $129.95 |
| Corporate Seal with Year | Year of formation in the center | Cast Iron Desk Corporate Seal with Year | $299.95 |
- Name and incorporation date. For a seal that shows both, choose an Incorporation Seal with Date or a Corporate Seal with Year and take the year from your certificate of incorporation.
- Border and typography. Each style comes with its own border, a dotted ring or a double ring of dots, and its own lettering. Custom fonts and custom borders are not offered.
- What you can customize. The wording, the style, the device it is made on and, for inked seal stamps, the ink color.
- Brand consistency. Order the embosser and any inked seal stamp in the same style, so a raised seal and a printed one carry an identical face.
Does the law fix the wording on a corporate seal?
For a business corporation, Delaware law leaves the wording to the company: 8 Del. C. § 122(3) lets a corporation have a seal, alter it at pleasure and reproduce it in any manner, without listing what it says. The company sets the face itself, often in its bylaws, and the common elements are the corporate name, the state and the year of organization.
- Corporate name. Copy it exactly from the articles or certificate of incorporation. One Delaware company's bylaws filed with the SEC require the seal to carry the company's name.
- Year of organization. The same bylaws add the year of organization. No statute read here requires a year.
- State. Those bylaws close the inscription with "Corporate Seal, Delaware."
- Florida nonprofits. The seal must always contain "corporation not for profit" or "nonprofit corporation" (Fla. Stat. § 617.0302(2)).
- Validity. Ohio says a missing corporate seal does not affect the validity of any instrument (Ohio Rev. Code § 1701.13(B)).
- Changes. A Delaware corporation may alter its seal at pleasure, so a new name or new bylaw wording means a new seal.
Before you order, read the name and state against your formation document and check your bylaws for any wording they set.
Is a corporate seal legally required today?
No, under every statute read for this page. Each one lists the seal among the powers a corporation may exercise: it may adopt a seal, change it and reproduce it, but nothing obliges it to own one. Filing rules also let documents reach the state without a seal.
Here is how each source words the power:
- Delaware, 8 Del. C. § 122(3): every corporation created under the chapter may have a seal, alter it at pleasure, and cause it or a facsimile to be impressed, affixed or reproduced in any other manner.
- Model Business Corporation Act § 3.02(2): the power to have a seal that may be altered at will and used, or reproduced as a facsimile, by impressing, affixing or any other method.
- Florida § 607.0302(2), North Carolina § 55-3-02(a)(2), Virginia § 13.1-627(A)(2), Washington RCW 23B.03.020(2)(b) and Massachusetts c. 156D, § 3.02(a)(2): nearly word for word the model act's seal power.
- New York Bus. Corp. Law § 202(a)(3): a corporation may have a seal, alter it at pleasure, and use it or a facsimile by affixing, impressing or reproducing it.
- Texas Bus. Orgs. Code § 2.101(2): a domestic entity may have and alter a seal and use it or a facsimile.
- Ohio Rev. Code § 1701.13(B): a corporation may adopt and alter a seal, and failing to affix it does not affect any instrument's validity.
For documents sent to the secretary of state, MBCA § 1.20(g) and Florida § 607.0120(7) both say a filing may contain a corporate seal but need not.
Is a document signed without the company seal still valid?
In Ohio, yes, by statute: § 1701.13(B) says a missing corporate seal does not affect any instrument's validity. New York's General Construction Law § 44-a gives a seal's presence or absence no legal effect on instruments executed after August 31, 1941, unless a statute expressly provides otherwise.
New York does give the seal one job. Business Corporation Law § 107 makes the corporate seal on a written instrument prima facie evidence that the instrument was executed with the corporation's authority. So in New York a seal can help prove authority, but leaving it off does not by itself undo a signed document.
For UK companies, the Companies Act 2006 answers the question directly. Under § 44(1), a company executes a document either by affixing its common seal or by signature. Section 44(2) accepts the signatures of two authorized signatories, or of one director signing in front of a witness who attests the signature. Authorized signatories are every director and, for a public company or a private company that has a secretary, the secretary (§ 44(3)). A document signed that way and expressed to be executed by the company has the same effect as one under the common seal (§ 44(4)).
Delaware's § 122(3) grants the seal power and is silent on unsealed documents.
When is a corporate seal still asked for?
The sources read here point to the other side of the transaction. The official comment to MBCA § 1.20 notes that lenders and title companies may want seals, acknowledgments or verifications on specific documents. Several state rules on share certificates, land instruments and debt certificates also still mention the seal.
- Share certificates. In Florida (§ 607.0625(4)), North Carolina (§ 55-6-25(d)) and Washington (RCW 23B.06.250(4)), officers sign each certificate and it may bear the corporate seal or its facsimile. New York § 508(a) names the officers who sign and adds that the certificate may be sealed with the corporation's seal or a facsimile. Delaware § 158 asks for signatures by any two authorized officers and does not mention a seal.
- Land and mortgage documents. Florida § 692.01 lets a corporation execute instruments conveying, mortgaging or affecting land when they are sealed with the corporate seal and signed in its name by the president, a vice president or the chief executive officer.
- Bonds and other debt certificates. Texas § 2.114(a) says that when a domestic entity issues certificated bonds, debentures or other evidence of debt, its seal, if it has adopted one, may be a facsimile engraved or printed on the certificate.
- Use abroad. A UK company that has a common seal may also keep an official seal for use outside the United Kingdom under Companies Act 2006 § 49.
When a bank, title company or buyer asks for your seal, ask which pages need it and whether they expect a raised impression, ink or an image file.
Why would a company need a corporate seal today?
A company needs a corporate seal when a lender, title company, buyer or its own bylaws call for one, not because Delaware law or the Model Business Corporation Act requires it. Delaware's 8 Del. C. § 122(3) and Model Business Corporation Act § 3.02(2) list the seal as a power a corporation may use.
- Lender and title requests. According to the official comment to MBCA § 1.20, lenders and title companies are among the parties that may ask for seals, acknowledgments or verifications on certain documents.
- Evidence of authority in New York. N.Y. Bus. Corp. Law § 107 makes the corporate seal on a written instrument prima facie evidence that the corporation authorized it.
- Land documents in Florida. Fla. Stat. § 692.01 covers deeds and mortgages sealed with the corporate seal and signed by the president, a vice president or the chief executive officer.
- Share certificates. Fla. Stat. § 607.0625(4), N.C. Gen. Stat. § 55-6-25(d), Washington RCW 23B.06.250(4) and N.Y. Bus. Corp. Law § 508(a) let officer-signed certificates carry the seal or a facsimile.
- Bylaw rules. A company's bylaws can fix the seal's wording, as one set of Delaware bylaws does with the name, the year and "Corporate Seal, Delaware."
- Use outside the U.S. A UK company with a common seal may keep an official seal for use abroad under Companies Act 2006 § 49.
- No seal, no defect in Ohio. Ohio Rev. Code § 1701.13(B) says leaving the seal off does not affect an instrument's validity.
Does an LLC need a company seal?
No LLC statute read for this page requires one. The powers section of Delaware's LLC Act, 6 Del. C. § 18-106, grants powers from that chapter, other law and the LLC agreement without naming a seal. New York LLC Law § 202 lists 17 powers, and none is a seal.
Texas takes a different approach. Its Business Organizations Code words the seal power in § 2.101(2) for any "domestic entity" instead of naming corporations.
An LLC that expects a lender, title company or buyer to ask for a seal can order one built for an LLC. ESS LLC seals put "Limited Liability" above "Seal", with the company name on the top arc and the state on the bottom. They come as a 1-5/8 inch desk embosser with a star, a long reach embosser with a 2-1/2 inch reach, an extended long reach embosser with a 4-1/2 inch reach, and a MaxLight pre-inked stamp.
Do nonprofit corporations need a seal?
Not under the statutes read here, but Florida controls the wording if a nonprofit adopts one. Fla. Stat. § 617.0302(2) says a nonprofit's seal must always contain the words "corporation not for profit" or "nonprofit corporation." New York and Ohio treat the nonprofit seal as an optional power.
New York's Not-for-Profit Corporation Law § 202(a)(3) gives the same seal power as the business law. Ohio's § 1702.12(B) lets a nonprofit adopt and alter a seal and adds that failing to affix it does not affect an instrument's validity. Delaware's § 114 applies the General Corporation Law, including the § 122(3) seal power, to nonstock corporations.
ESS nonprofit seals show the organization name with "Non-Profit Org." and a larger "Seal" in the center, and the extended long reach version adds a small star. Neither Florida phrase appears on that stock face, so a Florida nonprofit should write "corporation not for profit" or "nonprofit corporation" into its order. Devices include a 1-5/8 inch desk embosser, a cast iron desk embosser with a 2-1/2 inch reach, long reach and extended long reach embossers, and MaxLight and Xstamper pre-inked stamps.
How do company seals work outside the United States?
In the UK, a company may have a common seal but need not have one, under Companies Act 2006 § 45(1). A company that keeps one must have its name engraved in legible characters, and § 44 lets authorized signatories sign instead, with the same effect.
Section 44(1) names two ways a company executes a document under the law of England and Wales or Northern Ireland: affixing the common seal, or signature under the rules that follow. Section 49 adds an optional official seal for use abroad, which must copy the common seal and add on its face the place or places where it will be used.
This page read the UK statute only. It does not cover company seal rules in other countries.
Embosser, inked stamp or digital seal image: which should you use?
None of the statutes read here names a device. Delaware § 122(3) lets a seal be impressed, affixed or reproduced in any other manner, including as a facsimile, so the law does not limit you to a raised impression. Choose the format the receiving party expects.
Embosser. Pressing a raised impression into the paper is what an embosser does, and that is the meaning of "embossed seal." ESS makes several frames:
- Desk embossers sit on the desk and make a 1-5/8 inch raised seal.
- Long reach embossers, such as the long reach corporate seal, reach 2-1/2 inches into the paper. Several of these models add a metal base and a sliding lock for storage.
- Extended long reach models reach 4-1/2 inches into the sheet.
- The hybrid embosser is lightweight and compact, and the star version comes with a black or pink handle.
Pre-inked seal stamp. The MaxLight pre-inked corporate seal stamp and the Xstamper corporate seal stamp print the seal design in ink. Both are compact; the MaxLight is rated for about 25,000 impressions and the Xstamper for about 50,000, and the MaxLight needs only light pressure.
Digital seal image. For documents that never touch paper, the digital corporate seal with year is supplied as a file in JPG, PNG, TIF, DXF, PDF or DWG format. You can pick a color and add a signature overlay. None of the statutes read here mentions an electronic image. The closest language is the permission to use a facsimile or to reproduce the seal "in any other manner," and Texas § 2.114(a) allows an adopted seal to be printed as a facsimile on debt certificates.
Where do you place the corporate seal on a document?
None of the statutes read here fixes a position on the page. Put the seal where the document indicates. If no spot is marked, place it close to the officer signatures, since the certificate and land statutes above tie the seal to those signatures.
How far the spot sits from the edge of the sheet decides which embosser can reach it. ESS long reach embossers reach 2-1/2 inches into the paper, and extended long reach models reach 4-1/2 inches. An inked stamp or an image file has no reach limit.
Embossing works like this: position the sheet so the die sits over the target spot, then bring the handle down hard. Practice first on scrap paper that matches the weight of the original. Lock the seal away so access is limited to the company's signing officers and agents.
Can a personalized corporate seal include a business logo and motto?
No. Engineer Seal Stamps corporate seals are preset 1-5/8 in. layouts that carry your exact company name, state and center wording, with no room for a logo or a motto. A logo goes on an Engineer Seal Stamps custom stamp instead, such as the round Trodat Printy 4642 self-inking stamp at $34.95.
- What the seal personalizes. Your legal name, your state and, where the style has one, the year. A motto or slogan is not part of any seal layout.
- Logo on a self-inking stamp. The Custom Self Inking Stamp Trodat 4642 prints a 1-5/8 in. circle from your own artwork or up to 6 lines of text, in 11 ink colors.
- Logo on a larger pre-inked stamp. The MaxLight XL2-655 Custom Pre-Inked Business Stamp is 2 in. round and takes a logo, a design or up to 7 lines, for $52.95.
- Artwork to send. A high-resolution, black line art image of the logo. Browse the sizes in custom stamps.
- Use each where it fits. Put the seal on documents that call for a corporate seal, and the logo stamp on letters, forms and packaging.
What should you supply when ordering a corporate seal?
Send the company's legal name, the state it was formed in, the center wording you want and the device. Add the year of incorporation if you choose a dated style, and any wording your state requires, such as the phrases Florida sets for nonprofits.
- Legal name, spelled exactly as it appears on your formation document, for the top arc.
- State for the bottom arc.
- Center wording: Corporate, Incorporated, Limited Liability or Non-Profit Org.
- Year for "with Date" or "with Year" styles, which take a year under "SEAL."
- Star, if you want the small star at the bottom center.
- Device: desk, hybrid, long reach (2-1/2 inch reach), extended long reach (4-1/2 inch reach), pre-inked stamp, or digital file.
- For a digital seal: file format (JPG, PNG, TIF, DXF, PDF or DWG), color, and whether you want the signature overlay.
- Florida nonprofits: "corporation not for profit" or "nonprofit corporation," under § 617.0302(2).
Read the name and state against your formation document before you approve the order. Any change to those lines later means a new seal.
Frequently asked questions
Is a company seal the same as a corporate seal?
Yes. The terms are used interchangeably, and "common seal" is the UK statutory term in Companies Act 2006 § 45. An LLC or nonprofit version uses the same round format with different center wording.
Does a seal replace an officer's signature?
None of the U.S. statutes read here lets a seal stand in for signatures. New York share certificates are signed by named officers and may also be sealed, and Florida land instruments are sealed and signed by the president, a vice president or the chief executive officer. English law differs: § 44(1) of the Companies Act 2006 treats affixing the common seal as one way to execute a document.
Does the seal have to show the year of incorporation?
No statute read for this page requires a year. The only content rules found were Florida's nonprofit wording and the UK rule that a common seal carries the company name. The year is a design choice offered on dated ESS styles.
Can I use a printed or facsimile seal?
Yes, under the statutes read here. Delaware, the model act, New York and Ohio let a corporation use its seal or a facsimile, and Texas extends the same to a domestic entity. Texas § 2.114(a) specifically allows an engraved or printed facsimile of an adopted seal on certificated debt.
Do I have to register the seal with the state?
None of the sections cited on this page asks a company to file or register its seal. MBCA § 1.20(g) and Florida § 607.0120(7) go the other way, saying filed documents need not carry one.
Who decides the wording on a company seal?
The company does, unless a statute adds a phrase. Delaware grants the seal as a power and leaves the wording open, so the bylaws often fix it, while Florida requires nonprofit seals to carry "corporation not for profit" or "nonprofit corporation."
Can I change my corporate seal later, after a name change?
After a name change, a corporation may adopt a new corporate seal. In Delaware a corporation may alter its seal at pleasure under 8 Del. C. § 122(3); the Model Business Corporation Act says at will under § 3.02(2); and New York says at pleasure under Bus. Corp. Law § 202(a)(3). Start by filing the new name with the state, which in Delaware means an amendment to the certificate of incorporation under 8 Del. C. § 242(a)(1). Where your bylaws set the seal's wording, have the board adopt the new seal, then order one cut with the amended name. No section cited on this page requires registering the new seal with the state.
How soon will a custom corporate seal arrive?
Most Engineer Seal Stamps corporate seals are made and packed for shipping within 24 to 48 hours after you order. Transit then depends on the method you choose: Economy Shipping runs 7 to 10 business days and is free on orders over $99, while UPS Next Day Air takes one business day once the package leaves.
Where can I buy a fully customized corporate seal?
Buy it from Engineer Seal Stamps: choose the device, then give your company name, state and any year when you order. The Handheld Corporate Seal, at $29.95, is the lowest-priced corporate seal embosser, and shipping is limited to U.S. addresses.
Is a logo on a corporate seal allowed legally?
Using a seal is optional for corporations in every U.S. state, so what the face shows is mostly a question for your bylaws and for the bank or registrar that asks to see it. Engineer Seal Stamps embossers keep to the 1-5/8 in. text layouts and do not carry logos, so a logo belongs on a separate custom stamp.
Is there a rubber stamp version of a custom corporate seal?
Yes. The Wood Handle Company Seal Stamp is a laser engraved seal stamp for $22.95 that you use with a separate ink pad, and the Self-Inking Corporate Seal Stamp has built-in ink good for about 10,000 impressions.
Is there a heavy cast iron corporate seal for a professional office?
The Cast Iron Desk Corporate Seal has a heavy cast iron body and reaches 2-1/2 in. into the page, for $299.95. It presses the same 1-5/8 in. seal face as the lighter frames, with your company name and state.
If your lender, title company or share certificates call for a raised impression, the Desk Corporate Seal with Star is a 1-5/8 inch desk embosser with your company name, "CORPORATE SEAL," your state and a small star on the face.
