Company chop in Hong Kong: do you need one?
No, the law doesn't require one. Under the current Companies Ordinance a Hong Kong company can sign everything with signatures alone, and even the old metal common seal is optional. Here's what the chop and the seal are, how a company signs without them, and when someone may still ask you for a stamp.
Updated 29 October 2026 · by LAULEGA LIMITED, licensed TCSP (TC000573)
In Hong Kong, a "chop" is a company stamp. Founders arriving from places where a company stamp is part of every signature often assume Hong Kong works the same way. It mostly doesn't, at least as far as the law is concerned.
Chop, seal, official seal: four different things
| Item | What it is | Required? |
|---|---|---|
| Company chop (rubber stamp) | An ink stamp with the company name, often with a space for a signature. Used day to day on invoices, receipts, bank forms and letters | No. The Companies Ordinance doesn't mention it |
| Common seal | A metal embosser with the company name engraved on it | No: a company "may" have one (s.124(1)). If it has one, it must be metallic with the name legible |
| Official seal for use abroad | A replica of the common seal engraved with the places where it will be used | Optional, and only if there is a common seal (s.125) |
| Securities seal | A replica of the common seal engraved with "securities" or 證券, for share certificates | Optional, and only if there is a common seal (s.126) |
Only the seals appear in the Companies Ordinance. The chop is purely a matter of practice.
How a company signs without a seal
Section 127 of the Companies Ordinance gives a company two ways to execute a document:
- Under its common seal, if it has one, affixed as its articles require (s.127(1), (2)); or
- By signatures:
- a company with one director: signed by that director;
- a company with two or more directors: signed by two directors, or by one director and the company secretary (s.127(3)).
A document signed that way and expressed to be executed by the company "has effect as if the document had been executed under the company's common seal" (s.127(5)). A document can be executed as a deed the same way, by stating that it is executed as a deed and delivering it as one (s.128). Neither section mentions a chop.
If you do have a common seal
- It must be a metal seal with the company's name engraved legibly: the English name, the Chinese name, or both if the company has both (s.124(2), (2A)). A non-compliant seal is an offence for the company and its responsible persons, with a fine at level 3, which is HK$10,000 (Cap. 221 Sch. 8).
- Under the model articles most private companies use, the seal may only be used with the directors' authority. Unless the directors decide otherwise, a sealed document must also be signed by a director and one other authorized person (Cap. 622H Sch. 2, art. 81). Check your own articles: yours may differ.
- Share certificates can carry the seal, or be "otherwise executed in accordance with the Ordinance", meaning signed under section 127 (art. 60(2)).
When someone asks for a chop anyway
The law not requiring a chop doesn't stop anyone from asking for one:
- Banks. Some account mandates are set up as "signature plus chop". Whether your bank needs a chop is a question for the bank, and the answer goes into the board resolution that opens the account. Our free bank account resolution tool drafts it, and our business accounts page covers providers that work online.
- Counterparties and landlords sometimes expect a stamp next to the signature on contracts, delivery notes and receipts, particularly on documents signed by staff rather than directors.
- Mainland China. Company chops carry much more weight in the Mainland than in Hong Kong. If you contract there, take advice on local practice.
A chop is cheap to make, and having one rarely hurts. What matters is that it shows the company's exact registered name, and that you control who holds it. A stamp on a document doesn't replace the signatures section 127 asks for. Whether a stamped document binds the company depends on who used it and with what authority, which is why companies keep their chops locked up.
An example (invented)
Harbour Loom Limited has two directors, one in Hong Kong and one in Singapore. It has no common seal. Contracts are signed by both directors under section 127(3). Its bank asked for a chop on the account mandate, so the company had a rubber stamp made with its exact registered name, and the Hong Kong director keeps it in the office safe. The board resolution opening the account records that cheques need one director's signature and the chop.
The paperwork, without the stamps
LAULEGA's free document tools draft the board resolutions, director changes and share documents a Hong Kong company signs, ready for signatures under section 127. Our company secretary service handles the filings that follow.
Free document tools Business supportFrequently asked questions
Is a company chop required in Hong Kong?
No. The Companies Ordinance doesn't mention the everyday rubber-stamp chop, and even the common seal is optional: section 124(1) says a company may have one. Banks and counterparties may still ask for a chop, so check with them.
How does a Hong Kong company sign documents without a seal?
By signatures under section 127(3) of the Companies Ordinance: the sole director, or two directors, or one director and the company secretary. A document signed this way and expressed to be executed by the company has effect as if it were sealed (s.127(5)).
What is the difference between a company chop and a common seal?
A chop is an ink rubber stamp used day to day. A common seal is a metal embosser with the company name engraved on it. The Ordinance regulates only the seal (s.124): if a company has one, it must be metallic and show the name legibly.
Do I need a chop to open a Hong Kong bank account?
It depends on the bank. Some set up mandates that require a signature plus the chop; many online providers don't use chops at all. Ask the bank, and record the signing rules in the board resolution that opens the account.
Can share certificates be issued without a seal?
Yes. Under the model articles for private companies, a share certificate either carries the common seal or securities seal, or is otherwise executed in accordance with the Ordinance, meaning signed under section 127 (Cap. 622H Sch. 2, art. 60(2)).
What should a company chop show?
The law doesn't regulate rubber stamps, but it makes sense for the chop to show the company's exact registered name, English, Chinese or both, the same as on its certificate of incorporation. If the company has a common seal, the law does set the engraving rules (s.124(2A)).
This guide summarises the Companies Ordinance (Cap. 622), the model articles in Cap. 622H and Schedule 8 of Cap. 221 as published on e-Legislation on 29 October 2026. It doesn't cover Mainland law or any bank's own requirements. It is general information, not legal advice; for your own facts, ask your adviser. The example company is invented. Written and reviewed by LAULEGA LIMITED, a licensed trust or company service provider (TCSP licence TC000573).