Two different things called a "chop"
Hong Kong companies have two separate stamps that often get lumped together as "the company chop."
The common seal is the formal seal referred to in a company's articles of association, historically used to execute certain documents under seal. Since the current Companies Ordinance came into force, having a common seal is optional for a Hong Kong company, not mandatory. Many small companies simply do not have one, and that is entirely lawful.
The ordinary company chop — the round or square rubber or metal stamp with the company's name — has no defined legal status in the Ordinance at all. It is a business convention, not a legal requirement. Its authority comes entirely from the fact that banks, counterparties, and government forms have come to expect it, not from any statute that says a contract needs one.
This distinction matters because it explains the pattern in the rest of this article: chops are expected in some places out of custom, and not required at all in most others.
Where a chop is still expected in practice
Even without legal force, the chop has not disappeared from daily business in Hong Kong. You will still be asked for it in places such as:
- Bank forms. Many banks still require the company chop on account-opening documents, cheque requisitions, and certain instruction forms, alongside authorised signatures.
- Some government forms. Certain filings and applications continue to carry a space for the company chop, even where the authorised signature is what actually binds the company.
- Contracts with mainland or traditional counterparties. Business practice across the border, and among some longer-established Hong Kong firms, still treats the chop as the visible sign that a document is the company's official position, not just one employee's.
- Delivery notes and goods receipts. Chopping a delivery note remains the fastest way to show, without a signature and a name to chase later, that goods were received by the company.
Where it is not needed
Most ordinary commercial contracts in Hong Kong are perfectly valid when executed by an authorised signatory, with no chop at all. If a director, or someone the company has properly authorised, signs an agreement, that signature binds the company on its own. A missing chop does not, by itself, make a contract unenforceable.
This is worth knowing because some owners chop documents reflexively, out of habit or caution, in situations where a clear signature from the right person would have been enough — and where over-chopping actually creates a control problem, because it trains staff to reach for the chop rather than to check who is authorised to sign.
Chop control
Because the chop is treated by outsiders as the company speaking, controlling who can use it matters as much as controlling who can sign.
Decide who holds it. In a small company this is often the owner or a trusted senior staff member. Whoever it is, everyone in the company should know, without having to ask.
Keep a usage log. A simple record of the date, the document chopped, and who requested it is enough to answer "who chopped what, and when" months later, and it discourages casual use.
Plan for staff departures. When someone who held or had access to the chop leaves, retrieve it and, if there is any doubt about how it was used while they had access, review recent entries in the log. If the chop was ever left unattended on a desk, treat that as a control gap to fix, not a one-off.
Electronic signatures and their limits
Electronic signatures are increasingly accepted in Hong Kong for many commercial documents and can be faster and easier to control than a physical chop, since access is tied to a login rather than a physical object. They do not automatically replace a chop in every context, though: some banks, government forms, and counterparties still specifically ask for the physical stamp regardless of what the law technically requires. Check with the specific recipient — your bank, the government department, or your counterparty — before assuming an electronic signature will be accepted in place of a chop.
Tools worth knowing
If you need a new chop design to take to a stamp maker, a free online chop-design generator is one way to get a clean design file quickly. Any stamp shop will also design one for you as part of the order, so this is a matter of convenience rather than necessity.
This is general information, not legal advice.