Still Have an Old Corporate Seal? What to Do After a Name Change
Here's a plain answer, plus a simple way to decide whether to keep it, retire it or replace it.
First, do you even need a seal?
In Illinois, a corporate seal is optional. The Business Corporation Act ([805 ILCS 5/3.10(c)](https://www.ilga.gov/legislation/ilcs/fulltext.asp?DocName=080500050K3.10)) says using a seal is not mandatory, and that adding one doesn't give a document any extra legal force. A corporation that uses a seal may apply it, or a facsimile of it, to share certificates ([805 ILCS 5/6.35](https://www.ilga.gov/legislation/ilcs/fulltext.asp?DocName=080500050K6.35)). Delaware's stock-certificate statute ([8 Del. C. § 158](https://delcode.delaware.gov/title8/c001/sc05/#158)) doesn't mention a seal at all. Your company is valid without one.
So why do so many businesses still order seals? A seal is a quick, physical sign that a document came from the company and was approved by its officers. Some banks, title companies, foreign registries and embassy or apostille offices still ask for a seal impression. Many owners also want their certificates and resolutions to look formal and finished. If any of that applies to you, the seal has to be correct, not just present.
Why an old seal stops being correct
A corporate seal usually carries three pieces of information: the exact legal name, the state of incorporation, and often the year of incorporation. An embossed impression is a statement that this exact company signed this document. That statement goes wrong when any of these changes:
* Legal name change. If your articles of incorporation (called a certificate of incorporation in Delaware) were amended to a new name, a seal with the old name no longer matches the company on file. A DBA or assumed name is different, since the legal name hasn't changed. (We cover assumed names in our [Illinois DBA guide](/blog/illinois-assumed-business-name-dba-guide).)
* Entity conversion. If a corporation became an LLC, or the reverse, the old seal names the wrong kind of entity. "Inc." on a seal used by an LLC invites questions.
* Reincorporation or domestication in another state. The state on the seal should match the state on file.
* Merger. If your company merged into another, the surviving company's name and state are what count.
If none of these happened, and the impression is still crisp, your old seal is fine to keep using.
Keep, retire or replace: a quick checklist
* Compare the seal to your current records. Pull your most recent articles or amendment and check the seal word for word: name, punctuation, "Inc." vs "Corporation," state, and year.
* Test the impression. Emboss a blank sheet. Faint or uneven letters, or a die that slips, are signs it's time for a new one.
* Decide on the old one. If it no longer matches, stop using it on new documents. Many owners keep the old press with the record book as part of the company's history. Note in your minutes or a short board resolution when the new seal was adopted.
* Order the replacement with exact wording. Copy the legal name exactly as it appears on your state filing.
* Check your certificates too. If the name changed, your blank certificates probably carry the old name. Your attorney can tell you how to handle certificates already issued.
What about stock certificates printed under the old name?
A name change doesn't erase the shares, and certificates already issued usually remain evidence of ownership. Many companies choose to issue updated certificates for a clean record, cancelling and replacing the old ones and logging the change in the stock ledger. Illinois and Delaware also let the board move some or all shares to uncertificated form by resolution (in Illinois, unless the articles or bylaws say otherwise). A share that already has a certificate stays certificated until that certificate is surrendered. Whatever you decide, keep the ledger, the certificate stubs and the minutes in agreement. A short conversation with your attorney or CPA is worth it here.
If you're issuing new certificates, our [guide to Illinois stock certificate issuance](/blog/illinois-stock-certificate-issuance-legal-guide-1774063854943) walks through the basics.
A note on vintage Chicago seal presses
If you've inherited an old seal press marked "Dwight & M.H. Jackson" or "Corporation Supply," you're holding part of Chicago's business history. Seals like these were once standard equipment for local corporations, law offices and notaries. Before you use one, check whose name is on the die. It may belong to a long-dissolved company, or to a client of the office it came from. A die that isn't yours should never go on your documents. Display it, but order a seal with your own legal name for actual use.
Frequently asked questions
Is a document invalid if it doesn't have a corporate seal?
Generally, no. In Illinois a seal is optional, and adding one doesn't give a document extra legal force. Companies sign documents without one every day. Some third parties still ask for a seal impression, so it's practical to have a correct one available.
Can I keep using my seal if we only added a DBA?
Usually yes. An assumed name doesn't change your legal name, and the seal should carry the legal name.
What should a new seal say after a name change?
Your exact new legal name as filed, your state of incorporation and, if you like, the original year of incorporation. Copy it straight from your amendment rather than typing it from memory.
What do I do with the old seal?
Stop using it on new documents. Many companies keep it with the record book, along with a short note in the minutes about when the new seal was adopted.
Get a seal that matches your company today
If your name, entity type or state has changed, or your old embosser is simply worn out, Dwight Jackson can make a replacement with your exact legal wording. Order a [new embossing seal](/product/embossing-seal-set), a [complete corporate kit](/corporate-kits) or [matching stock certificates](/product/dwight-jackson-certificates) at [dwightjackson.com](/). Everything stays together in one record book, ready for the next time a bank asks.
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This article is general information, not legal advice. For questions about your specific company, talk with your attorney or CPA.