What is a Chairman versus a President?

In small companies, often the same individual serves as the chairman and the president.  The president, commonly also referred to as the chief executive officer, is the top executive in a company responsible for managing a company’s operations and performance.  She is the leader of the firm and is responsible for implementing corporate policy as established by the board of directors. 

The chairman is the highest ranking officer in the board of directors, and is often selected for this leadership role by the board either by election or appointment.  The chairman presides over the board meetings, but may or may not have actual executive authority.

What is a corporate seal and do I need one for my company?

A corporate seal is the official mark or signature of a corporation, and signifies that the document on which it is affixed is a formal, legally binding corporate act.  Corporate seals originated from the days of ancient English law, when a barrister would make an imprint on a document by pressing his ring in hot wax.  Modern corporate seals are stamps that emboss or imprint company information such as the corporate name, state and date of formation.  They may be purchased from a stationary or office supply vendor.  We also offer corporate seals for clients who request them during the formation process..

In California and in most other states, corporate seals no longer have any legal significance.  California Civil Code Section 1629 does not require companies to use seals in corporate contracts:  “All distinctions between sealed and unsealed instruments are abolished”.  Today, the signature of an individual authorized to bind the company in legal obligations is viewed as an official corporate act.  Therefore, if the president or secretary of a company signs a contract, the validity of the contract would be legally enforceable.