Seals in Themiclesia

Seals in Themiclesia are stamps for impressing text onto paper serving executive and identification purposes. The application of a seal grants the assent of the seal's holder to the document to which it is applied, and individuals (natuarl or corporate) often provide their seals to identify themselves, in lieu of signatures in Casaterra. As with signatures, the forgery or fraudulent application of seals and their impressions are criminal offences in Themiclesia.

Origin

By most authorities considered to be a direct development of the ancient Menghean practice of sealing a letter with clay bearing the impression of the sender's seal to prevent tampering and to declare or ascertain his identity, seals have been in use from the very start of recorded Themiclesian history. Their functions largely survive into the present day.

Use

Seal paste, the pigment used to render impressions

Physical application

All seals are applied in like fashion. It is first dabbed into a small paste container (whose design and content are themselves a form of fine art and collection) so that the impressive surface is coated with some pigment, and then it is pressed evenly onto the surface on which the impression is desired. The applier may shift the centre of force from corner to corner to ensure a clear impression. For seals with very large surfaces, the pigment may first be applied on a brush then transferred onto the seal's inscribed surface; the page is then placed on the up-side-down seal and pressed with a roller to create an even impression.

The pigment is always crimson in colour for true seals (this excludes stamps used to replicate text), except when its user is in mourning, during which blue paste is used. Seals belonging to public bodies, by definition, will always appear with crimson pigment, as public bodies cannot be in mourning.

Customs

As seals are indispensible instruments in conducting legal and public affairs in Themiclesia, there is a large body of customs and regulations associated with them.

Seals are meant to be personal property of whomever the seal is meant to represent. A large number of Themiclesians carry their personal seals with them in a box or pouch, and virtually all would instinctively carry them when going to a bank or government agency. Where the seal belongs to a public body or corporation, it is typically stored securely and used under supervision and record. For an additional layer of security, some establishments may require seal over sign manual, i.e. a seal impressed over a personal signature, to complete the execution of an instrument, the rationale being that signatures cannot be inserted under an existing seal, and the details of a seal are difficult to forge when distorted by the signature. In addition, seals create very persistently identical impressions, while signatures may change depending on the state of the signatory; these two measures are deemed complementary in personal identification most often in financial institutions.

In public communications, it is customary to mark the beginning and end of the document with a seal.

Government use

Names

Seals serve largely the same function (i.e. identification, authentication, execution) regardless of its possessor. Yet because when used by a public or private corporate body it may carry much graver implications, such bodies (particularly public bodies) often are subject to extensive regulations over its use. These regulations, set forth in a public body's Standing Administrative Orders, often require that a document be scrutinized by a series of persons or groups of persons before the seal belonging to a public body, that properly possess public power, could be applied, and thereby that power exercised. The following are the types of seals commonly found in public bodies and their constituents:

1. seal (印, 鈐記, or 關防), appearing on any instrument that exercises the public body's statutory powers;
2. signet (官章), appearing on any instrument that exercises an individual officer's statutory powers (when separately defined);
3. stamp (條戳), appearing on internal correspondence and external correspondence of a purely discoursive character; and
4. marker (圖記), appearing on internal correspondence of a purely discoursive or personal character.

Private seals are not subject to the above.

Business use

Because corporations are legal persons that must be represented by natural persons, seals are also the customary way in which corporate actions are legitimized and authenticated. The use of corporate seals date as far back as the formalization of corporate personhood in Themiclesian history, dating to the 16th century. By the middle of the 19th century there developed conventions regarding the use of seals in commerce that still continue to the modern day. One consequence of this formalization of the use of seals is that signatures are not always used in Themiclesia.

Types of business seals

Corporate seals

Corporate seals (商號壐, stang-quh-qniq) represent the corporation as a personal seal represents an individual. By the terms of the Corporation Act of 1887, each corporation must have a corporate seal that has its impression registered with the government, and the seal must state the full name of the corporation. An impression of the corporate seal is required wherever a corporation is required to make an official expression of its intentions, such as in executing contracts (purchasing, hiring, retaining, etc.) or filing official documents to the courts or government departments (tax filings, information filings, applications, court documents, etc.)

In typical practice, the name is written in space-filling seal script, though unlike in ancient Menghe, Themiclesian corporate seals usually have somewhat more elaborate border flourishes and even illustrations. These decorations are not merely ornamental but also deter counterfeiting, since hand-carved seals typically have minor imperfections that counterfeiters do not reproduce accurately. Such ornamental designs were introduced in the 19th century, very likely under Casaterran influence, as seals there usually have much more elaborate impressions.

For a very large corporation, the corporate seal may see hundreds or even thousands of impressions every day, leading to considerable wear. The pattern of wear also serves to authenticate the impression, as wear is difficult to reproduce by counterfeiters and can be compared to known authentic impressions to determine if a datable impression shows the same degree of wear relative to documents that must have been impressed roughly at the same time.

Officer seals

Since all corporations must have registered officers who serve statutory functions in relation to the corporation, registered officers must also have seals that identify and authenticate their expressions whenever they are required. Conventionally these are called officer seals (商司壐, stang-sle-qniq). There is a legal requirement that officer seals bear the full name of the corporation, the officer title, and the incumbent's name. Impressions are also to be registered with the government. Since officers and managers are elected or appointed from time to time, officer seals must also be updated to reflect the incumbent in office.

Each member of the company's board of directors is represented by a seal (董事壐). A board resolution is deemed passed and authenticated when the seals of more than half of all board members are present. In usual practice, board members do not carry their board seals personally, which are held by the company's official Secretary, who applies the seals based on their knowledge of how board members voted.

Further, corporations with publicly-traded shares must also have a registered general manager and deputy, which holds the manager seal (理事壐).

Since officer seals are often replaced, they most ofen have plain borders and few or no ornamental features. However, some corporations do permit officers to choose ornaments on their seal impressions. The de rigueur stamp colour of officers seals is crimson, unless the officer is personally in a state of mourning, in which black is permissible, and the shape is nearly always rectangular, with the text in two or three columns.

Staff stamps

Staff stamps are used by company employees internally, unlike corporate and officer seals which are mainly used to execute documents that represent the corporation externally. A corporation that has employees performing paperwork regularly will usually issue a staff stamp (記) to each employee, detailing the employee's internal appointment(s).

As opposed to officer seals, which goes with the office, staff stamp can detail multiple appointments the employee holds. If the corporation utilizes a system of corporate title, the employee's corporate title in additional to appointment can also be included on the stamp, e.g. Head of International Operations and Head of Development, Senior Executive Vice President, Tam (主它邦眔延正事長治事揊通裁談).

Administrative issues and signing privilege

A corporation can delegate, for internal purposes, the authority to make any decision to any of its employees with few legal restrictions, but under the law, no decision is legally binding on the corporation until the corporate seal is applied, and even signatures from the company's directors cannot replace the corporate seal. There is thus only one instrument that can bind the corporation to its decisions. A number of logistical difficulties are therefore created and are often resolved in the following ways.

According to modern labour and tax laws, a corporation is required to withhold income tax on behalf of an employee whenever it pays the employee and also to make contributions on behalf of the employee to the National Pension Scheme and Public Health Insurance. Each of these actions (in addition to the corporation issuing the pay slip to the employee) is an official act by the corporation and will require an impression of the corporate seal. Thus, if a company employs 10,000 employees and pays salaries on a monthly basis, a total of at least 100,000 impressions per month is required. Blup, the major retailer that employs over 55,000 Themiclesians, reportedly makes more than one million impressions from its seal per month, paying many of its employees on a weekly or bi-weekly basis. Blup's corporate seal is apparently replaced every three months under the incremental wear from frequent impressions.

At least since the PSW, large companies often utilize a sealing mill (originally patented by Themiclesian Business-Help Company or TBH Co. in 1925) which mechanizes the application of the seal. To keep the machine working continually and thus efficiently, mass-documents like salary slips and tax withholding returns are loaded into the machine in batches and sealed without further human intervention; the machine can be reconfigured to produce impressions at different positions for different documents.

Even so, the seal will be in the mill for prolonged periods at a time, and other documents (like business contracts) may have to wait until the seal is free. To avoid inconvenient interruptions to time-sensitive business deals and closures, corporations have often specified non-sealing days (非印日), which are days in which the seal will be occupied in the mill and transactions are expressly avoided. By the 60s, non-sealing days are customarily the 2nd, 9th, 15th, and 21th through 28th days in a given month, except in October and November, where more non-sealing days are notified ad hoc due to the finalization of administrative records and annual filings. Themiclesian subsidiaries of foreign corporations that close their books on March 25 will also have non-sealing days around this time.

Under a signing privilege, which has gained acceptance in the years following the PSW, a personal internally authorized to make business decisions on behalf of the company will apply a personal stamp or signature and note that the "seal is ordered" on the document by his authority. The document is then regarded as duly sealed for business purposes, provided that some of proof that the signatory is duly authorized is given. A signing privilege is a ultimately a gentlemen's agreement, based on good faith between businesses. The mutual granting of signing privilege is nowadays a sign of good relations between companies that is often needed to avoid the more cumbersom route of applying the corporate seal.

While there is no general rule, most companies accept signing privileges under some and not all circumstances. If an unusually large transaction is involved or if the terms of the contract are atypical, controversial, or likely to be tested in court, a company will often require the corporate seal. Yet where two businesses have unequal bargaining power, it is also often the case that the disadvantaged business has no real choice but to grant the privilege, even though it would not otherwise do so or it perceives increased risk in doing so.

Government, public corporations, and banks are exceptions to the prevalence of signing privileges. These institutions neither grant nor take signing privileges.

See also

• Themiclesia