[Direct answer]In the Beijing area, there are three steps: reporting the case to fix the illegal facts, publishing a notice in the newspaper to declare that the official seal is out of control and initiating the process of reporting the loss and re-engraving it, and simultaneously seeking rights protection or accountability through legal channels. If the official seal is seized and possessed by shareholders, executives, or departed employees, the company can sue to demand its return and claim damages; for contracts and documents stamped with the official seal during the period when it was out of control, the company can claim that they do not constitute valid representations, but the protection of bona fide third parties may make it difficult to completely deny the validity of some documents—therefore, it is necessary to act quickly and announce the matter early to fix the time frame and scope of the period when the official seal was out of control.

I. Problem background and typical scenarios

The most intense phase of the corporate control battle is often a battle for the company's official seal. For example, the former legal representative refuses to hand over the seal after leaving the company; shareholders intensify conflicts to seize the seal for self-protection; and the departing financial staff take the official seal with them to blackmail the company. Whoever holds the official seal controls the company's external representation. On the one hand, the company needs to retrieve the seal; on the other hand, it must prevent the uncontrolled official seal from being used elsewhere.

II. Key points of contention

First, the legal basis for the possession of the official seal: the definition of the legal representative and the certificate custodian. Second, the validity of documents during the uncontrolled period: the boundary between apparent representation and bona fide third parties. Third, the procedures for reporting the loss and re-engraving the seal: announcement, filing, and the connection between the old and new seals. Fourth, the progress of the return lawsuit and damages compensation.

III. Professional analysis by Henglue Law Firm

Based on Henglue Lawyer's experience in handling disputes over corporate control and the return of corporate certificates, the response to the seizure of the company's official seal should proceed along four lines: **First Line: Fact-Fixing** Immediately report the incident to the police and obtain a police report. Whether the police ultimately handle the case or not, the report serves as preliminary evidence that the possessor lacks legal authority to hold the seal. Simultaneously, formalize the company's resolution (removing the possessor's position and appointing a new custodian) to document the change in ownership. **Second Line: External Isolation** Announce the loss of control over the seal and its invalidation on mainstream platforms outside newspapers or the National Enterprise Credit Information Publicity System, specifying the time of loss. Notify major banks, clients, and partners in writing. Apply to the registration authority for a new seal, and once the registration information is updated, the legal validity of the old seal will be significantly weakened. **Third Line: Judicial Advancement** File a lawsuit for the return of corporate certificates, with the defendant as the possessor. Seek the return of the official seal and certificates and compensation for losses during the possession period. If the possessor defends with their status as the legal representative, counter with the shareholders' resolution dismissing their position. For contracts signed by the possessor in bad faith or with knowledge of the loss of control, challenge their validity or seek recourse. **Fourth Line: Legal Effect Defense** Documents stamped during the period of control fall into two categories: - Transactions with bona fide third parties may be valid as apparent representation, in which case the company can only seek internal recourse. - Transactions colluding with the possessor or made with knowledge of the loss of control can be challenged as invalid. To mitigate risks, it's crucial to maintain daily vigilance: - Incorporate certificate custody systems into bylaws or internal regulations. - Transfer seals simultaneously with changes in legal representatives. - Verify stamp approval records before signing important contracts. The battle over the official seal ultimately revolves around control rights. Legal actions aim to secure written evidence of control rights before opponents can seize the initiative.

IV. Practical suggestions and legal basis

The first step is to report to the police to fix the fact of possession, obtain a receipt, and preserve the monitoring evidence; the second step is to resolve to dismiss the possessor from his position or appoint a new custodian, and notarize and file the resolution; the third step is to announce the cancellation and apply for a new seal, and notify the bank and major partners in writing; the fourth step is to initiate a lawsuit for the return of certificates and compensation for damages, and handle the documents signed during the uncontrolled period according to whether they were signed in good faith or not. The main legal basis: - The Company Law of the People's Republic of China (amended on December 29, 2023 and effective from July 1, 2024) regarding the powers of corporate organs and the change of legal representatives; - Article 235 of the Civil Code of the People's Republic of China (effective from January 1, 2021) regarding the right to request the return of original items, and Article 504 regarding the validity of contracts signed beyond authority; - The Public Security Administration Punishment Law of the People's Republic of China (amended on October 26, 2012) regarding the act of seizing property; - Specific applications shall be subject to the currently effective provisions.

5. Henglue Law Firm's Reminder

There are three key steps to handle the loss of official seals: promptly complete the three sets of procedures including reporting the case, issuing a resolution, and making an announcement; classify the lost documents into two categories based on whether they were obtained in good faith or in bad faith, and pursue external recovery and internal recovery respectively; and initiate a lawsuit for the return of the official seal concurrently with the engraving of a new official seal. It is crucial to stay ahead of the opponent in establishing the evidence chain of control rights. For disputes involving the return of business licenses and control rights, the following approach can be adopted:Business and contract disputes in enterprisesWe provide a comprehensive solution for services, which can be applied to resolve corporate governance deadlocksCompany and commercial disputesFor contracts involving issues of exceeding authority, you can refer to the following provisions for reference:Contract disputesFor any inquiries regarding the criminal reporting of official seals, please feel free to consult us.Criminal defenseTeam.

VI. Frequently Asked Questions

Q1: If the official seal is in the hands of the legal representative, does that count as it being stolen?

Look at their position status: The legal representative who is still in office usually holds the official seal as part of their duties, and this cannot be simply regarded as an act of seizing it. If the legal representative refuses to hand over the seal after being dismissed by the shareholders' meeting, they will lose the basis for possession, and the company can demand its return.

Q2: After the announcement is revoked, are the contracts signed with the old stamps still valid?

There is a possibility that the company's actions may constitute apparent representation to bona fide third parties, which the company may find it difficult to completely deny. However, after the announcement, third parties should be aware of the company's uncontrollable state. If they still engage in transactions with the party in possession, they can claim that they are not acting in good faith, and have more room to argue against the validity of the transaction. The timing of the announcement is crucial in this regard.

Q3: Can I just go and engrave a new seal directly?

Yes, you can apply to the stamping unit registered with the public security organ for stamping and filing by presenting your business license, company resolution, and the certificate of the person in charge; after the new stamp is put into use, the old one will be automatically invalidated. However, the external announcement and the update of the bank's reserved seal must be synchronized to avoid confusion during the transition period.

Q4: What should the owner do if he/she transfers the company's assets using the company's official seal?

Apply for property preservation to freeze the accounts and assets in a timely manner, and hold them accountable for harming the company's interests; if the acts constitute a crime (such as embezzlement or misappropriation of funds), report the case to the public security organ, and pursue civil compensation and criminal proceedings concurrently.

Q5: How to prevent the official seal from getting out of control again?

The three-part system includes: clear provisions in the articles of association or institutional documents regarding the custodians of licenses and the handover procedures; approval and traceability of seal use, and dual signatures on important documents; and ensuring that the legal representative or custodian completes the handover of the official seal and provides written confirmation on the same day that the change takes effect, without any legal vacuum period.

The above content is based on the judicial practice in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific cases.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials to avoid missing the statutory time limit.Business and commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and publicly available adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In the event of a dispute, please consult a practicing lawyer in a timely manner.