The External Effect Of Company Seal

The company seal,as an important tool of modern company management activities,has a unique status and value,which is most obvious in the external use of the company seal.Essentially,the process of the company seal’s external use is the process of the company’s external expression.In this process,the company seal represents the company’s will to exert the legal effect on the outside world,which is the external effect of the company seal.However,due to the complexity of commercial activities,some special circumstances may lead to unclear identification of the external effect of the company seal,which damages the interests of the transaction parties and the company,destroys the transaction order,and seriously hinders the healthy development of the market economy.Based on the general theory of the company seal,combining the latest academic viewpoints,the domestic and foreign legislation,this paper focuses on the identification of the external effect of company seal under various special circumstances.This paper is divided into four parts:The first part mainly analyzes the general theory of the external effect of the company seal.Firstly,the concept and legal nature of the company seal are clarified,and based on this,the connotation of the external effect of the company seal is analyzed.Finally,the general effective requirements of the external effect of company seal are summarized as follows: 1.The company seal must be real and effective.2.The user of company seal must be authorized.3.The use of company seal must be normative.A theoretical framework has been developed for the following three perspectives to discuss the identification of the external effect of company seal under special circumstances.At the same time,the basic theories of the external effect of company seal,such as the legal representative system,expression of will and rechtsschein theorie,are supplemented to make the discussion more scientific and reasonable.The second part mainly analyzes the external effect of the company’s seal under the condition of its own defects.Firstly,according to the requirements of "realness and validity" of the seal itself,three typical cases of seal defects are deduced: invalid company seal,forged company seal,and privately engraved company seal.Then analyze the external effect of company seal under these three situations.Identifying the problem,and finally came to the conclusion that the seal itself may not necessarily have no external effect if it is flawed.It should "recognize the user but not the seal." But at the same time,it also affirmed the important role of the seal itself in determining the external effect of company seal.The third part mainly analyzes the external effect of company seal when the user has no authority.Firstly the situation of the user without authority is divided into two situation: the user uses the company seal beyond his authority and the user hve no authorization from the beginning.And the first situation can also be divided into two situation: the legal representative uses the company seal beyond his authority and the agent uses the company seal beyond his authority.Combine Article 41 of the“Summary of the National Conference on Civil and commercial trials”with these three situations and analyze them separately.The fourth part mainly analyzes the external effect of company seal under the condition of no signature and only seal.First of all,the concept of no signature is elaborated,and then the three cases of legal joint signing but only seal,agreed joint signing but only seal,agreed signature but only seal are listed respectively.Finally,the external effect of company seal in these three cases is analyzed.