Use of a corporate seal on instruments is not mandatory to validate the instruments. As a corporate entity, you may adopt, use and alter at will a corporate seal, but failure to affix it on instruments does not affect the validity of the instrument. Corporate seals are more or less used as a decorative mark on corporate documents or instruments. Some states do recognize the validity of corporate seal on documents. Alaska Corporations code states that “the presence of a corporate seal on a writing purporting to be executed by authority of a corporation shall be prima facie evidence that the writing was executed with the authority of the corporation”.
Incorporation of a business entity entirely depends on the Corporations code and the rules and regulations of each state. The procedures and formalities are clearly stated in all the state statutes. The act of incorporation creates a separate legal entity from that of the owners or share holders of the corporation. The corporation through it office bearers can enter into contracts, buy and sell assets or commodities, assume debts or obligations and pay taxes.
This is essentially the reason as to why incorporate as a separate business entity. The owners of the corporation have no personal obligation or liability in the corporations business except to the extent they have obligated themselves to the corporation in form of shares.
Your business structured as a corporation has many advantages if you are contemplating considerable business volumes and plan to set up medium or large sized manufacturing facilities employing large numbers of employees and officers. All these acts have significant duties, responsibilities and liabilities associated with it. Obligating yourself in person to all of it is not advisable and in certain circumstances not possible. By incorporating your business entity you create a legally recognized person or entity capable of assuming all the duties, responsibilities and liabilities associated with voluminous business transactions. The corporation has to have a proper management structure as stipulated by the state’s statute, each office bearer assumes independent responsibilities and duties. The business policies and decisions are made by a collective named board of directors. The board of directors is appointed by the share holders through a formal process, usually by vote. The board so elected assumes overall responsibility of the corporations business. Each state have their own regulations and formalities for incorporation of a business entity. You have to consult each states Corporations code or rules and regulations to know how to incorporate yourself in that state.
