Corporate Seal Embosser for Ohio Businesses

What is a corporate seal?

A corporate seal is a raised impression of your company's name pressed into paper with a hand-held embosser. The impression usually reads the legal name around the edge, with the state of formation and the year of formation in the center. Run your finger over the page and you can feel it. That raised mark is the point: it is hard to photocopy and easy to recognize.

Seals go back to a time when a mark in wax or paper stood in for a signature. Today they are mostly a formality, but a formality some people still expect. Stock and membership certificates, board resolutions, and documents bound for banks or foreign authorities are the places you will most often see one.

Our corporate seal is a pocket embosser with a custom die cut for your entity. It presses the name exactly as filed, the word Ohio, and the formation year, in a standard 1 5/8-inch impression.

Does Ohio law require a corporate seal?

No. For corporations, ORC 1701.13(B) says a corporation may adopt and alter a corporate seal and use it or a facsimile of it, but failure to affix the corporate seal shall not affect the validity of any instrument. In plain terms, a seal is allowed, not required, and a document is not invalid because it was not sealed.

Ohio's statute is direct on this point, and ORC 1702.12(B) uses the same words for nonprofit corporations. Whether you run a for-profit or a nonprofit, the seal is optional. For a corporation, a signed contract or resolution stands or falls on its signatures, its terms, and the authority of the person who signed, not on whether an embosser touched the page. If someone tells you a document is void for lack of a seal, ask them to point to the rule they are relying on, and talk to your attorney.

Corporate seal Ohio: where the rule sits

Does an Ohio LLC need a seal?

No. Ohio's Revised Limited Liability Company Act does not call for a seal. ORC 1706.05 lists what an LLC may do, including carrying on any lawful activity and exercising powers granted by the chapter, other law, or its operating agreement, and it does not mention a seal at all. An LLC signs documents through its members, managers, or other authorized people, and that is what makes the document binding.

Even so, plenty of LLC owners order one. The reasons are practical, not legal:

• They issue membership certificates and want them to look official.
• A bank, title company, or lender on the other side of a deal asked for a sealed resolution.
• A foreign buyer, distributor, or government office expects a company seal on documents, as many countries still do.
• They want their record book, certificates, and resolutions to carry a consistent mark.

If a counterparty insists on a seal and you have none, you can usually ask whether a signed resolution or a notarized signature will do. Sometimes it will. When it will not, an embosser ordered ahead of time saves a delay.

Who still asks for a company embosser impression?

Requests for a seal tend to come from people whose own procedures were written years ago, or from places where seals still carry more weight than they do in Ohio.

• Banks and credit unions reviewing a resolution that authorizes signers or a loan.
• Title companies and lenders on commercial real estate closings, especially when their forms include a seal line.
• Overseas counterparties. Company seals or chops remain common in parts of Asia, Latin America, and elsewhere, and a sealed document reads as authentic to them.
• Investors and buyers reviewing stock or membership certificates in your record book.
• Some government agencies and older form sets that still include a "corporate seal" box.

When a form has a seal line and your company has no seal, the safe move is to ask the recipient what they want rather than guess. If the document is headed outside the United States, the recipient may also want an apostille from the Ohio Secretary of State, which is a different kind of seal entirely.

Corporate seal vs. notary seal vs. Secretary of State seal

Three different seals show up on business paperwork, and they are easy to confuse. They do different jobs and come from different places.

Your corporate seal does not replace a notary, and it does not make a document a public record. The Secretary of State charges $5 under ORC 111.16(K)(1) for affixing its seal to a good standing or other certificate; that seal is the state vouching for its own record. Your company embosser is the company vouching for its own paper.

Using a corporate seal on stock and membership certificates

Ownership certificates are where most seals earn their keep. A stock certificate for a corporation, or a membership certificate for an LLC whose operating agreement provides for them, usually has a round space near the bottom for the seal, between or beside the signature lines. An embossed certificate is harder to fake than a printed one, and a buyer or lender reviewing your record book will notice whether certificates are sealed and signed consistently.

A simple process keeps certificates in order:

1. Fill in the certificate number, owner name, and the number of shares or the percentage of membership interest.
2. Have the authorized people sign it, as your regulations or operating agreement require.
3. Emboss the seal in the marked space.
4. Record the certificate in the ownership ledger the same day: number, date, owner, and amount.
5. If ownership changes later, mark the old certificate canceled, keep it in the book, and issue a new one with the next number.

The seal does not create ownership. Who owns the company is decided by your governing documents and the transactions behind them. The certificate and seal are evidence of that, which is why a matching ledger matters as much as the impression.

What to do when a form has a corporate seal line and you have no seal

Older forms from banks, title companies, and agencies often include a line or box marked "corporate seal" or "(SEAL)." Owners worry the form is incomplete without it. Usually there are three options.

• Ask the recipient whether the seal is required or simply printed on an old form. Many will say to leave it blank.
• Write "no seal adopted" in the box, if the recipient accepts that. For a corporation, ORC 1701.13(B) makes clear the instrument is still valid.
• Order a seal and use it, if the recipient insists or if you expect to see the same request again.

What you should not do is borrow another company's embosser or improvise an impression that does not match your legal name. A seal that does not match the state record raises more questions than a blank box. If a document is time-sensitive and the recipient will not budge, tell us the deadline when you order and approve the proof promptly. The seal usually ships about five business days after you approve, so the sooner the proof comes back, the sooner the embosser is on its way. If the deadline is closer than that, ask the recipient whether a signed resolution will hold the deal until the seal arrives.

How to use a corporate seal embosser correctly

An embosser is simple, but a few habits keep the impressions clean and the seal under control.

• Place the impression near the signature, usually to the left or overlapping the signature line slightly, unless the form shows a seal spot.
• Press firmly and evenly once. A second press slightly off center blurs the impression.
• For a sharper look, use a foil seal sticker under the embosser and press through both.
• On a stack of pages, seal the signature page; sealing every page is rarely needed.
• Keep the embosser with the record book and limit who can use it. A seal in the wrong hands on the wrong document causes questions you do not want to answer.
• If the company's name changes by amendment, retire the old seal and order a new die with the new name.

A seal adds formality. It does not add authority. The person signing still needs to be authorized by your operating agreement, regulations, or a resolution. If you are unsure who may sign for the company, ask your attorney before the seal comes out.

Ordering a corporate seal for your Ohio LLC or corporation

Send us the entity name exactly as filed, the year of formation, and a shipping address. We email a secure card link for $40, with shipping in Ohio included. Before the die is cut, we email a proof showing the impression layout so you can check spelling, punctuation, and the year. Nothing is made until you approve it. The seal usually ships within about five business days of approval.

Check the proof against your filed articles, not against your logo or letterhead. The seal should match the legal name on the state record, including the ending such as LLC, Ltd., or Inc. Many owners order the seal with our $60 corporate book so certificates can be sealed as they are issued.

Our $49 a year Ohio statutory agent service keeps your agent filings and official state mail in your portal next to everything else. Questions about a seal order? Call (877) 908-6122, Monday to Friday, 9:00 AM to 5:00 PM ET.