Qujing Company Registration: How to Manage Company Seal

The management of company seals is very important, so how should enterprises manage seals well? Let's take a look with Mande Enterprise Services!

1. What if the seal is stolen, robbed or lost?

Answer: If the seal is really stolen (robbed), the enterprise will not be responsible for the disputes arising from the use of the seal.

First of all, since the official seal has been filed with the public security organ, the first step after it is lost should be for the legal representative to bring the original and photocopy of the ID card and the original and photocopy of the industrial and commercial business license to the police station under the jurisdiction of the lost place to report the case and obtain the report certificate;

Then let the public know that your lost official seal has been invalidated, so the second step after the official seal is lost is to take the original and copy of the report certificate; The original and photocopy of the industrial and commercial business license shall be published in daily public newspapers at or above the municipal level, and the official seal shall be affixed to declare it invalid. The newspaper will be published the next day. In which newspaper can I talk to the local industrial and commercial bureau? Every place has different rules. What needs to be reminded here is that most newspapers will require all shareholders of construction enterprises to be present to sign a statement agreeing to publish before they are allowed to publish, which also sets certain obstacles for the loss of official seals of many construction enterprises;

Step 3: You should apply for a new filing seal with the following documents: a copy of the business license, two copies of the legal representative's ID card, the seal certificate issued by the enterprise, the power of attorney of the legal person, copies of all shareholders' ID cards, a copy of the shareholder certificate or register printed by the Industrial and Commercial Bureau, and a copy of the report receipt and newspaper announcement of the police station;

Step 4: After registering a new seal, you can engrave a new seal under the guidance of the Public Security Bureau. The new seal needs to be different from the previously lost seal, or a little different.

The last step, take the above materials to the seal shop to carve a new seal.

Step 5: Inform existing customers in time.

2. Can we just use the official seal instead of other seals?

A: No. The law has mandatory provisions on what kind of seal to use in some cases. For example, the Measures for the Administration of Invoices in People's Republic of China (PRC) stipulates that invoices can only be stamped with special invoice seals.

3. Do different seals have different legal effects?

A: There is no difference in strict legal effect. As long as it meets the seal requirements stipulated by law, the meaning is true and the seal is valid. However, due to the different scope of use of seals, people think that seals have different functions.

The official seal is the most widely used of all seals, and it is a symbol of legal person's rights. In the current legislative and judicial practice, it is an important criterion to judge whether a civil activity is established and effective. Unless there are special provisions in the law (such as stamping invoices), the official seal can represent the will of legal persons and sign contracts and other legal documents with high legal effect. All letters, official documents, contracts, letters of introduction, certificates or other construction enterprise materials issued in the name of the construction enterprise can use the official seal.

4. Can the official seal replace the special seal for the contract?

A: Yes.

When signing contracts and agreements, the official seal and the special seal for contracts have the same legal effect. The juxtaposition of the official seal and the special seal for the contract in Article 4 of the Provisions of the Supreme People's Court on Several Issues Concerning the Trial of Economic Disputes Cases Suspected of Economic Crimes also shows that the official seal and the special seal for the contract have the same effect when signing the contract.

5. Can the official seal replace the seal of the legal representative?

A: As the case may be, if the power of attorney requires the signature or seal of the legal representative, it is not enough to have an official seal at this time.

6. Is the contract valid without a valid official seal but signed by the legal representative?

A: Yes, unless it is agreed that the contract needs to be signed and sealed before it can take effect.

Article 32 of the Contract Law stipulates: "If the parties conclude a contract in the form of a contract, the contract is established when both parties sign or seal it." Because when the legal representative engages in civil activities on behalf of the construction enterprise in the name of the construction enterprise, only the signature of the legal representative can make the contract effective.

Similarly, although there is no official seal, the contract is equally valid if the person signing the contract is authorized by the construction enterprise.

However, unless the conditions for entry into force are stipulated in the contract.

7. The seal stamped on the contract is not the special seal for the contract, but the special seal for procurement and the special seal for the project department. Is the contract valid?

A: Unless there is evidence to the contrary, it is generally considered to be effective.

Although the seal stamped on the contract is not a special seal for the contract and does not conform to the general principles and regulations for signing the contract, it is a loophole in the management of the construction enterprise itself. If the construction enterprise cannot submit corresponding evidence to prove that the seal involved in the contract has nothing to do with the construction enterprise or is stamped by others privately, it can be deemed that the construction enterprise recognizes the validity of the contract.

On the other hand, Article 37 of the Contract Law stipulates: "If a contract is concluded in the form of a contract, one party has fulfilled its main obligations before signing or sealing, and the other party accepts it, the contract is established." Therefore, if the other party has fulfilled its main obligations as agreed in the contract and the construction enterprise accepts it, the contract will be established and come into effect without signature or seal.

8. If the official seal is lent to others for use, is the guarantee contract signed by others privately valid?

A: Effective. As an independent enterprise legal person, the seal of a construction enterprise is the tangible representative and legal certificate of its external activities. The person in charge or other management personnel of a construction enterprise, after being authorized by the construction enterprise, is only the temporary holder and custodian of the seal. The rights and obligations arising from the exercise of the seal of the construction enterprise shall be borne by the construction enterprise, and shall not be borne by the holder or custodian. If a construction enterprise lends its seal to others voluntarily, it shall be deemed that the construction enterprise authorizes others to use its seal, and the rights and obligations arising from the seal shall be borne by the construction enterprise. Therefore, the guarantee contract signed privately by lending the official seal to others is valid, and the construction enterprise needs to bear the guarantee responsibility.

9. Can the articles of association of a construction enterprise stipulate the rules for the use of seals? Is a contract signed with a seal in violation of the Articles of Association valid?

A: The articles of association of the construction enterprise can stipulate the rules for the use of the seal, but since the articles of association are only binding on the inside, if the counterpart is in good faith, even if the use of the seal violates the articles of association, the contract is still valid. However, if the official seal is used in violation of the articles of association to damage the interests of the construction enterprise, it shall be liable for compensation.

10. Is it valid to affix the seal of the branch of the construction enterprise to the contract?

A: Although the branch of a construction enterprise does not have the qualification of an independent legal person, it has also obtained a business license and can become the subject of civil litigation. Therefore, if the contract is stamped with the seal of the branch of the construction enterprise, it is generally recognized that the contract is valid, and the relevant civil liabilities shall be borne by the parent company of the branch.

1 1. What risks will construction enterprises encounter in the course of operation?

A: The common risks of construction enterprise seals are as follows:

(1) Others use fake seals;

(two) others use the scanned seal;

(3) The other party uses the seal of an internal department without filing and qualification;

(4) Use seals with digital symbols (construction enterprises can engrave numbered seals with special significance to meet the needs of liquidity);

Because of the above risks, construction enterprises should be vigilant and do a good job in transaction audit. For example, we can check the authenticity of the seal by asking the other party to provide the seal engraving permission of the construction enterprise or entrusting a lawyer to investigate the records of the other party's seal, carefully check whether there are traces such as mimeographs when the official seal is used normally, and refuse the other party to use the seal irregularly.

12. The construction enterprise changed its name and used a new seal. Is the contract with the original seal still valid for the construction enterprise?

A: Effective. The change of enterprise name does not affect the construction enterprise after the change to bear the debts of the original construction enterprise, and the documents stamped with the original enterprise name still have legal effect on the changed construction enterprise. Therefore, the original seal of enterprise name should be properly kept, and the responsible person should be clearly defined, and it should be turned over to the industrial and commercial department for storage or destruction in time and registered for the record, so as to reduce unnecessary legal risks in the future.

13, how to identify the authenticity of the seal?

A: (1) Look at the font. According to the above regulations, the seal must be in Song style. If the seal stamped by the other party is not in Song style, it should be a fake seal.

(2) look at the color. Due to the quality and strength, the color of the actual official seal is often uneven, while the color of the computer-made seal is consistent and more vivid.

(3) Look at the shape, including the shape of the word and the shape of the surrounding circle. First of all, whether it is a circular seal or an oval seal, although the characters are not horizontal and vertical, each character is a straight rectangle, which cannot be distorted, or looks like a trapezoid with a fat top and a thin bottom. Secondly, look at the shape of the circle around the seal. This circle has a certain width, and it is impossible to look at the edges (including the edges of the words on the seal) very smoothly. Often there will be some small gaps, small corners or small blanks, which is also caused by the inconsistency between the density of ink and the strength of bronzing during dipping and bronzing. However, the seal made directly by computer does not have these problems, and the perfect seal can only be described as fake.

(4) look at the angle. Although most people want to print the seal correctly, there will always be a little deviation, especially the round seal is more difficult to grasp. However, when a computer makes a seal, 100% must be a positive number by default.

(5) Look at the location. See if the official seal is stamped on the blank space of the agreement or on the text. Generally speaking, the real seal is stamped on the name of the construction enterprise, while the shoddy fake seal likes to be stamped in the blank, because the fake seal is made by computer, and if it is stamped on the text, it will block the text behind. But in order to look more authentic, fake seals with higher production level will also be stamped with words. At this time, you need to carefully look at the overlap between the words on the seal and the words printed on the paper. If the real seals overlap, the words behind can still be displayed by ink; The fake seal made by the computer will completely block the following words.

(6) Investigate and verify with relevant departments, or entrust a lawyer to verify the authenticity.

14. What are the main problems in seal management of construction enterprises?

A: (1) The business process of engraving is unclear, and there is no approval procedure. As long as the business needs, leaders or departments can carve chapters at will. After engraving, no official authorization document is issued, and the scope and time of use of the seal are unclear.

(2) seal engraving is not carried out in the unit designated by the public security department, nor is it filed with the public security organ. Just find a unit to engrave the official seal and use it after engraving, which has laid a hidden danger for the use of the seal in the future.

(3) Individual construction enterprises have no seal management rules and regulations, and the use of seals has not been strictly examined and approved. Seal managers do not strictly examine the materials used in seals, and what's more, they use seals on blank letters of introduction or blank paper. The seal keeper keeps the seal out of his sight or allows others to take it out without a supervisor, because he has no time to let others stamp it for him.

(4) Individual construction enterprises do not have a unified ledger for the use of seals, and instructions are given page by page. After the instructions are completed, the printed signature sheet approved by the leader is kept by the manager's office, which is easy to be lost after a long time and cannot be traced back. Although individual units have a unified printing ledger, there is no registration of printed items and users for the documents directly reported by the leaders who signed the materials, and the problems involving such documents in the future cannot be traced back, which poses legal risks.

(5) The seal keeping system of individual construction enterprises is not perfect, and there is no designated person to keep it. After the seal is lost or stolen, it is not reported in time, nor is it declared invalid in the newspaper, leaving a potential printing risk.

(6) In order to pursue profits, individual construction enterprises allow unqualified enterprises to attach themselves to the construction, and even allow affiliated units to use the seal of the construction enterprise in some cases. Once the affiliated unit has problems, the enterprise will bear corresponding responsibilities.

(7) Individual construction enterprises do not attach importance to the management of the seal of the project department and do not realize the importance of the seal of the project department to the enterprise. The seal management of the project department is not standardized, the scope of use and approval procedures of the seal of the project department are not limited, and the seal use account of the project department is not established, which forms a blank in the seal management of the project department and brings great legal risks to the enterprise.

(8) After the seals of individual construction enterprises were forged, they failed to take correct countermeasures and let the risks happen, which brought irreparable losses to the enterprises.

(9) After the cancellation and closure of individual construction enterprises, the seals of subordinate units, departments and project departments were not recovered and destroyed in time, resulting in the loss of seals, which has potential legal risks.

(10) There is no seal management system, or there is a system that is not implemented, there is no person in charge, there is no handover system and records to be used at will, and even there is no seal handover and supervision during personnel changes. The person in charge of small projects carries the official seal with him.

15. What measures should be taken to keep the seal of the construction enterprise?

A: First, establish a daily storage system:

(1) The seals of construction enterprises should be kept in different levels, and all kinds of seals should be collected and kept by special personnel in each position according to their functions and powers.

(2) The seal must be kept by a special person, and it shall not be entrusted to others without authorization, and it shall be clearly defined in its post responsibilities.

(3) Keep the official seal properly, pay attention to safety and take necessary preventive measures to prevent damage, loss and theft.

The second is to clarify the responsibilities of the custodian:

(1) The seal keeper must take good care of the seal and shall not lose it. If it is lost, it must be reported to the construction enterprise office in time;

(2) The seal must be used in strict accordance with the Provisions on the Use of Seals of Construction Enterprises, and shall not be used without prescribed procedures;

(3) When using the document, the custodian shall review the signature and seal usage form of the document, stamp the approved document, and return the rejected document;

(4) Check whether the purpose of the seal is consistent with the contents of the seal document, and if it is inconsistent, it will not be stamped;

(5) If the illegal use of seals causes losses to the construction enterprise, the construction enterprise shall punish the violator; if serious losses are caused or the circumstances are serious, it shall be transferred to the relevant judicial department for handling.

Third, check and find problems from time to time and correct them in time.

16. What measures should be taken to use and manage the seals of construction enterprises?

Answer: (1) The enterprise shall establish a post legal risk prevention and control system, and the personnel in the post of seal management shall sign a letter of commitment on the post of legal risk, so as to clarify the legal risk prevention and control responsibility of the post of seal management; At the same time, it is necessary to strengthen the education of legal risk prevention for seal managers, make them realize the important significance of seals to enterprise management, and constantly improve seal management skills and awareness of legal risk prevention.

(2) Enterprises should formulate seal management regulations, specify the management department to which the seal belongs, specify the seal management responsibilities of all departments of the enterprise, and specify the business process of seal engraving and use, so as to have rules to follow.

(3) After receiving the business license, the newly registered enterprise unit directly goes to the public security organ of the administrative service center to engrave the seal and put it on record. The temporary seal engraving of the enterprise, including the seal of the project department, must be proposed by the seal management department, audited by the legal department and professional departments, and reported to the main leaders of the construction enterprise for approval. After approval, the seal management department shall uniformly engrave and put on record in the unit designated by the public security organ. The seal management department shall issue a seal activation document before the seal is delivered for use, and the seal that is not activated shall not be used.

(4) An enterprise shall establish a unified ledger for the use of seals and formulate an application form for the use of seals. Units applying for the use of seals must go through the examination and approval procedures in accordance with the provisions on seal management, and be approved by the competent department and business leaders. After the approval of the enterprise leaders, the user shall fill in a unified registration form for printing, and the clerical staff of the enterprise shall carefully review the printed documents and check whether the contents and times of the application for printing are consistent before printing on the relevant documents. When using the seal, the seal keeper must use the seal himself, and no one else may use the seal on his behalf, and the seal shall not leave the sight of the seal keeper.

(5) The seal keeper must strengthen the custody of the seal. Without the approval of the main leaders of the enterprise, the seal is not allowed to be taken out. When it needs to be taken out under special circumstances, the seal supervisor must be appointed to accompany it. The loss of the seal must be reported to the public security organ at the first time and the report certificate must be obtained. At the same time, the loss statement should be published in local or local newspapers.

(6) It is forbidden to stamp official seals on blank documents such as blank letters of introduction, blank paper and blank documents. In case of special circumstances, it must be approved by the general manager. The official seal user should indicate the document number in the Official Seal Use Registration Form, and re-examine and approve the registration after the document content is implemented. When the user of the official seal no longer uses the blank documents stamped in advance for some reason, he should return the documents to the administrative office (or office) for registration. In the process of using preprinted blank documents and materials, the user of the official seal shall bear the corresponding work responsibilities.

(7) Enterprises must regularly check the use of seals. The seal management department of an enterprise shall, in accordance with the seal management regulations, organize the legal and supervisory departments to inspect the use of seals of subordinate units, and take corresponding measures in time when problems are found.

(8) Enterprises should strengthen the management of the use of seals of project departments and departments, limit their use and approval procedures, and keep and use seals at all levels in strict accordance with the Procedures for the Use of Administrative Official Seal of Construction Enterprises. The seal of the project department and the seal of the department shall strictly limit the scope of use, and shall not be used for signing contracts with foreign countries, or for foreign commitments, certificates and other materials. If necessary, the owner, raw material suppliers and other stakeholders shall be informed of the use rights. The project department and the enterprise department shall designate seals and custodians, establish use ledgers, and never allow subcontractors to use the seals of the project department.

(9) After the change or cancellation of the enterprise department, the unified seal management department must collect the department seals and seal records; After the cancellation of affiliated branches of construction enterprises and the completion of industrial and commercial cancellation procedures, all seals and seal records of the branches of construction enterprises must be collected, including administrative seals, special seals for contracts, special seals for finance and responsible persons; After the cancellation of the project department, all the seals and seal records of the project department must be turned over to the enterprise seal management department. The seal management department of the enterprise shall, jointly with the legal department, uniformly destroy the collected seals, and the seal management department shall file the seal records in accordance with the provisions on file management.

(10) When an enterprise encounters a counterfeit seal of its own unit or project department, the seal management department of the enterprise shall promptly notify the legal management department of the relevant situation, and the legal management department shall solve it according to law. The basic methods are as follows: first, report the case to the public security organ in time and investigate the legal responsibility of the counterfeiters; Secondly, issue a clarification statement in relevant newspapers to inform potential customers in time; Thirdly, notify the counterpart who forged the contract in time, state the relevant facts and terminate the relevant contract in time. If the counterpart does not cooperate, it shall apply to the local court for cancellation in time and cancel it through legal channels.

17. Is there anything to pay attention to when the official seal is managed by a special person?

Answer: Personnel management means that the construction enterprise arranges special departments or full-time personnel to manage the use, printing and registration of official seals. These problems can be improved by formulating corresponding internal systems of construction enterprises.

At present, the official seal of small construction enterprises is generally controlled by the legal representative. If the legal representative is a shareholder of the construction enterprise, it is generally more secure. Although the legal representative is different from the construction enterprise itself, due to the consistency of interests between the construction enterprise and shareholders in risk prevention and control, the legal representative will be more cautious when stamping the official seal. The official seal is managed by a special person, which is convenient for tracing the internal responsibility of the construction enterprise when the official seal is not used. At the same time, the person in charge of the official seal suggested that it should be limited to the administrative department or administrative personnel, avoiding the identity of the official seal manager and the person in charge of external sales or procurement, because the latter's external business activities easily make the exercise of rights opaque, and it is difficult to supervise the legality or rationality of its use.

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