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A company seal (sometimes referred to as the corporate seal or common seal) is an official seal used by a company. Company seals were predominantly used by companies in common law jurisdictions, although in modern times, most countries have done away with the use of seals.
In the UK, a company may have a company seal under the provisions of Companies Act 2006 section 45. It may have further seals for other territories and for issuing securities. These seals have the additional legend of the territory or the word SECURITIES. A company may wish still to seal documents as a means of protection against forgery.
Traditionally, the seal was of some legal significance because the affixing of the seal signified that the document was the act and deed of the company, whereas when a document was merely signed by a director, then that was deemed to be an act carried out on behalf of the company by its agents, which was subject to applicable restrictions and limitations under the ordinary law of agency.
Corporate seals are generally only used for two purposes by corporations today:
- Documents which need to be executed as deeds (as opposed to simple contracts), may be executed under the company's common seal
- Certain corporate documents, for example share certificates are often issued under the company seal (and some countries required that share certificates be issued under the common seal). For example, in India a share certificate is given under the common seal of the company and each usage of common seal is documented in the statutory registry of the company.
Physically, seals used to be used to make an impression on melted wax on the relevant document, although modern seals will usually only leave an indentation or impression on the paper (although sometimes a red wafer is used to imitate old red wax seals, and to make the sealing show up better on photocopies).
- For example, in the United Kingdom, see section 36A of the Companies Act 1985 abolishing the requirement to affix company seals to a deed. Also see the Alberta Business Corporations Act, R.S.A. 2000, c. B-9, s. 25.