We often see corporate seal affixed on the letter, notice, or document which is made or issued by a company or on contract in which a company is one of the parties. Is a company required by law to have corporate seal? Is it a legal requirement to have corporate seal on the letter and contract in order to bind obligations of the company?
Does the law require the company to have corporate seal?
It is a legal requirement that the company must have corporate seal. Pursuant to Article 17 (New) of Law on Commercial Rules and Register of Cambodia, incorporator or director of the company must file with the registration office (Department of Commercial Registration, Ministry of Commerce) the declarations which include the sample of corporate seal print when he or she applies for the company registration.
Is it a legal requirement to have corporate seal affixed to the letter and contract to bind the obligations of the company?
Article 115 of Law on Commercial Enterprises reads:
An instrument or agreement executed on behalf of a company by a director, an officer or an agent of the company is not invalid merely because a corporate seal is not affixed thereto.
Therefore, a document or contract made (signed) by a person appointed by the company, even if there is no corporate seal affixed to that document or contract, such document or contract is valid and binding to the company.
Even though the law does not require an instrument of the company to be affixed with the corporate seal, in practice, we often see that the corporate seal is on the document to prove that the document really belongs to the company. This practice may be due to the belief that the company seal is properly kept and used for official documents of the company and that the letter or contract with the corporate seal affixed thereto is made by a person who has been authorized to represent company.
In conclusion, corporate seal should be affixed to document or agreement signed by the company’s representative.
Please note that this article is not legal opinion or legal advice.
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