TL;DR
- No. Since 2014 a Hong Kong company doesn't need a common seal, and the rubber chop has never been a legal requirement.
- The green box is just a binder for your company records. The records are required and the box isn't.
- In our experience most banks and suppliers accept this once you explain it.
- A few still won't. If you hit one, a chop typically costs a few hundred Hong Kong dollars and takes a day or two to make.
The common seal
This is the metal embosser that presses the company name into paper. Under the old Companies Ordinance, every company had to have one, and it went on deeds, share certificates and other formal documents.
That changed on 3 March 2014, when the current Companies Ordinance (Cap. 622) came into force. Having a common seal is now optional. Without a seal, a company with one director executes a document by that director's signature, and a company with two or more needs two directors, or a director and the company secretary, to sign. A document signed that way can be a deed if it says it's executed as a deed and is delivered as one. In our experience most new companies don't bother getting a seal at all, and nothing is wrong with that.
The chop
The chop is the rubber stamp with the company name on it, usually in English and Chinese. Some companies have two: a plain name chop, and a signature chop that sits above the authorised signatory's signature.
The Companies Ordinance doesn't require a company to have a chop- It's a business habit, carried over from a time when a stamped document felt more official than a signed one. What the law looks at is who signed and whether they had the authority to.
The green box
The green box is a lever-arch file, traditionally green, that holds your certificate of incorporation, articles of association, statutory registers, minutes and resolutions. Providers call it the company kit.
What goes in it does matter. A Hong Kong private company has to keep its statutory registers, including the Significant Controllers Register, at its registered office or another place in Hong Kong notified to the Companies Registry. They have to be available for inspection there, although the Significant Controllers Register is open only to law enforcement officers and the people named in it. Nothing requires any of this to sit in a physical green binder. Records can be kept electronically, and on our platform they are, so you can pull up your register of members from your phone instead of from a shelf in someone's office.
So who still asks for a chop?
In our experience most banks, suppliers and service providers accept it once you explain that a chop isn't a legal requirement and that the right signatures are enough. The fintech business accounts we work with don't ask for one, and most landlords and clients don't care either way.
A few still won't budge. When we set up our own FedEx business account, they wouldn't go ahead without a company chop, and no amount of explaining the law changed that. Some traditional banks still like a chop on account opening forms or mandates, and the occasional government form or overseas counterparty will expect one too. We don't argue with these, because having a chop made is quicker.
What to do
If you haven't needed a chop yet, don't get one, and you probably won't miss it. If a bank or supplier insists, any chop maker in Hong Kong can make a company name chop, typically in a day or two and for a few hundred Hong Kong dollars. Make sure the name matches your certificate of incorporation exactly, in English and Chinese if you have both.
If you get a signature chop too, keep track of who holds it, because some counterparties treat a stamped document as properly authorised. And if a provider's package presents a seal, a chop and a green box as essentials, that usually tells you how old the package is, since the law asks for none of them.
