Scenario: Monday morning, the chief accountant finds the safe pried open and the company’s round seal gone. That afternoon, a strange “partner” calls demanding payment under a sealed contract management never saw. What must the company do immediately — and must it “register the seal specimen” with the planning department as under the 2014 Law?
The 2020 Law scrapped seal-specimen notification
First point to clear: there is no more “seal specimen notification” to the business registration authority. The 2014 Law on Enterprises (Article 44) required notifying the seal specimen before use; the 2020 Law on Enterprises (Article 43, in force as of 19/10/2026) abolished it — companies decide their own seal type, quantity, form, and content. Reissuing a seal is now internal: the company issues a decision per its charter, orders a new seal, and manages it under internal rules. No state agency “reissues” a company seal.
Consequence: with no specimen on file at the registrar, proving “the seal on the strange contract is not ours” rests entirely on internal records (engraving decisions, handover minutes, retained specimens) — which is why a serious seal-management regulation must exist from day one.
First-24-hour checklist for a lost seal
- Internal lockdown: record the loss in a minute (time, place, discoverer); suspend all seal-requiring transactions until the new seal and notifications are out.
- Decide to reissue: the charter-authorized person (usually the director or the board) decides to engrave a new seal and simultaneously voids the old seal from the moment of loss.
- Notify banks at once: account banks keep their own seal/signature specimens — alert them to treat old-seal documents with suspicion.
- Notify partners and tax authorities: written notice (email + hard copy) to regular partners and the tax office about the loss, attaching the voidance decision.
- Report to the police: if the safe was forced, theft is suspected, or a strange sealed contract already surfaced — file a report for a criminal record that both protects the company and serves as future evidence.
The strange sealed contract: how to handle it
The principle: a company is bound only by transactions its authorized persons conclude. If you can prove the seal was stolen/misused and the counterparty was not in good faith (knew or should have known the seal was compromised, abnormal value, murky signing process), there are grounds to ask a court to void the transaction. But if the third party was fully in good faith and the signer appeared authorized, the company may still be bound — recovering later from the misuser. Hence the speed of public loss notification is decisive: the earlier the notice, the easier to prove the other side “should have known”.
Prevention: a seal-management regulation
After the incident, adopt a regulation: one custodian (usually the office manager/chief accountant), a log for every impression (serial number, document name, requester, approver); separate wet and dry seals; surprise quarterly inventories. A seal logbook costs nothing next to a forged contract.
Frequently asked questions
Must a lost seal be re-registered with the state?
No. The 2020 Law on Enterprises (Article 43) abolished the 2014 Law’s seal-specimen notification. Reissuing is an internal company decision; no agency “reissues” seals.
First step on discovering a lost seal?
Record the loss in a minute, decide to void the old seal and engrave a new one, and immediately notify banks and regular partners. If theft is suspected or a strange contract surfaced, report to the police.
Who bears a strange contract sealed with the lost seal?
It depends on the counterparty’s good faith. Against a bad-faith party (knew/should have known), the company can seek voidance. A good-faith third party may still bind the company — which then claims against the misuser.
How to prove the seal on a strange contract is fake?
Through internal records: engraving decisions, handover minutes, retained specimens, the seal-use log, plus the loss minute and police report. This is why a serious seal regulation must exist from day one.
This article has been quality-reviewed by the FLAW AI Legal Council Content prepared by the AI Legal Council of FLAT Law Firm for general reference only; it has not been reviewed by a human lawyer for your specific situation.