What a corporate seal is
A corporate seal is an embosser. You slide a page between its jaws, squeeze, and it presses a raised circle into the paper with the company's name and formation details. Corporations have used seals for a long time to mark documents as acts of the company, and many stock certificate designs still include a spot where the seal impression goes.
The question most founders have is simpler: is the seal required, and if not, why do people still buy one? This page answers both, using only the certificate statutes this site has checked.
What the checked statutes say
None of the confirmed certificate rows on this site makes a seal mandatory. Three of them say outright that it is optional.
| Statute | What it says about the seal |
|---|---|
| Tex. Bus. Orgs. Code § 3.202(a),(f) | Seal optional; the impression or a facsimile may be used |
| Fla. Stat. § 607.0625(4) | The certificate may bear the corporate seal or its facsimile |
| RCW 23B.06.250 (MBCA-style example) | Two officers execute; the seal is optional |
| DGCL 8 Del. C. § 158 | The confirmed rows cover signers, facsimile signatures, and the bearer ban; no seal requirement is stated |
| NRS 78.235 | The confirmed rows cover signers, uncertificated shares, and lost certificates; no seal requirement is stated |
| Ohio Rev. Code § 1701.24(B) | The confirmed rows cover the officer pair, full payment, and facsimile signatures; no seal requirement is stated |
So for a certificate, the seal is a choice. What makes a certificate complete in these states is the content and the right signatures. The details are in what must appear on a stock certificate and who signs a stock certificate.
This page does not cover every document a company might sign. Other laws, contracts, or a particular agency's forms can ask for a seal for reasons that have nothing to do with stock certificates. If a specific form asks for one, follow the form.
Why companies still use a seal
If it is optional, why does anyone buy one? A few practical reasons come up again and again.
- Someone asks for it. Some banks and other institutions still ask to see a seal impression on corporate papers such as resolutions or certificates. It is easier to have the seal than to argue the point at the counter.
- It finishes the certificate. Many certificate designs have a marked place for the seal. An embossed circle there makes the certificate look complete and harder to copy on a home printer.
- It marks the record book. Companies that keep paper minutes often emboss each set of minutes and resolutions so pages are not swapped later.
- Consistency. If earlier certificates were sealed, sealing the new ones keeps the set uniform.
None of those reasons makes a seal a legal requirement for a stock certificate in the states above. They are about what the people reading your documents expect.
Embossed seal or printed facsimile
Texas and Florida both allow a facsimile of the seal instead of an impression (Tex. Bus. Orgs. Code § 3.202(a),(f), Fla. Stat. § 607.0625(4)). A facsimile is a printed image of the seal. It is convenient when certificates are printed in bulk, but it has none of the raised texture that makes an embossed impression hard to fake. If the reason you want a seal is that a bank or institution asks for one, ask whether they expect a raised impression.
A seal does not replace a signature. Delaware still calls for any 2 authorized officers, and Ohio still calls for its officer pair, whether or not the certificate is sealed. An embossed certificate with one signature is still short a signature.
Facsimile signatures in Ohio. Ohio Rev. Code § 1701.24(B) allows facsimile officer signatures only when an incorporated transfer agent or registrar countersigns. A facsimile seal does not change that.
How to emboss a stock certificate
- Fill in and sign the certificate first. Embossing raises the paper, which makes writing over the spot harder.
- Find the seal spot. Use the marked circle if the design has one. Otherwise pick a clear area away from the text and signatures.
- Test on scrap paper. Check the impression reads the right way and is not upside down.
- Insert and press. Slide the certificate in to the depth you want, line it up, and squeeze firmly once.
- Seal the stub too, if you like. Some companies emboss the stub so the record matches the certificate.
Choosing a seal
Our Corporate Seal is a personalized pocket embosser for $40.00. It imprints your company name and formation details, folds into a naugahyde pouch with a gold foil imprint of your company information, and comes in a 2 inch or a 1 and 5/8 inch model. It works on certificates, minutes, and other company records.
LLCs can use a seal the same way. No LLC statute checked for this site requires one either, but some LLC owners like the same finished look on their membership certificates. See LLC membership certificates for the rules that do apply.
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If you are issuing your first certificates, the order of work is board approval, then the certificate, then the signatures and the seal if you use one, then the ledger. The full sequence is in how to issue stock certificates, and the line-by-line walkthrough is in how to fill out a stock certificate.
Questions
Is a corporate seal required on a stock certificate?
Not in the certificate statutes checked for this site. Texas, Florida, and the RCW 23B.06.250 example say the seal is optional, and the confirmed Delaware, Nevada, and Ohio rows do not require one.
Is a corporate seal legally required for a corporation?
This site has checked certificate statutes, not every law a corporation deals with. For stock certificates in the states covered here, a seal is optional. If a specific agency form or contract asks for a seal, follow that form.
Why do banks ask for a corporate seal?
Some banks and other institutions still ask to see a seal impression on corporate papers as a sign the document is an act of the company. Ask the institution what it expects before you go.
Can I use a printed image of the seal instead?
Texas and Florida both allow a facsimile of the seal on certificates (Tex. Bus. Orgs. Code § 3.202(a),(f), Fla. Stat. § 607.0625(4)). A raised impression is harder to copy, so some readers prefer it.
Does a seal replace officer signatures?
No. The signer rules still apply. Delaware needs any 2 authorized officers and Ohio needs its specific officer pair, sealed or not.
Can an LLC have a seal?
Yes. No LLC statute checked here requires one, but an LLC can use a seal on its membership certificates and records in the same way.
How much is a corporate seal?
Our personalized pocket Corporate Seal is $40.00, in a 2 inch or a 1 and 5/8 inch model. Orders placed by 2 PM ET Monday through Friday ship the same day, excluding major holidays.
Statutes last checked November 3, 2026, from the official code sites listed here. Product prices checked November 11, 2026. Official text: Tex. Bus. Orgs. Code § 3.202; Fla. Stat. § 607.0625; RCW 23B.06.250; DGCL 8 Del. C. § 158; NRS 78.235; Ohio Rev. Code § 1701.24(B).