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What is a Company Seal

What is a Company Seal?

Traditionally seals were made by embossing an imprint into wax. These seals were used on important documents and official legal papers. The use of seals in this manner has been reported in history for thousands of years. This ancient type of sealing evolved into the modern day Company Seal or Corporate Seal press. A Company Seal has an upper die and  lower die which when pressed brings the dies tightly together. This produces a raised embossed imprint - which is used to emboss  directly into paper or used with red seals which are self adhesive - reminiscent of the ancient wax impressions. The modern day company seal is easy and quick to use and has prescribed uses in the administration of a company.

Company seals are still a legal requirement in hundreds of jurisdictions worldwide. Any company involved in  international transactions would be well advised to use a company seal on official documents.  In many countries,  a lawyer may not recognise the efficiacy of a legal contract that has not been duly sealed with the official company seal.

Also, most jurisdictions still recognise the legal standing of an officially sealed document.

An authorised sealing, for example in the United Kingdom, can replace the need for two authorised signatures on a legal document. Thus, many companies in the United Kingdom  authorise a representative of the company to execute documents quickly with a company seal rather  than seek the authorised signatories to sign multiple documents, which can be time consuming.  A resolution should be passed as to who is authorised by the company to execute documents by use of the official company seal. All such sealings must be duly recorded in the company's official register of sealings.

Even in countries who have no common company law regarding the official usage of a seal will still recognise the validity of a seal as being representative of the company and not the individual signing a document. For instance Germany statutory law contains no mention or prescribed usage of a company seal. However in actual court cases the Federal Court recognised that the usage of a seal as being representative of the company and not the individual. In one particular recent case only one partner had signed the document and the question was raised as to the binding legality with only one signature on the contract. The decision made was that as the contract carried the official company seal the individual was acting on behalf of the company. This was despite the official articles of the company specifying that two signatories would be required for such a contract.

Thus the decision to purchase a Company Seal should be recorded in the minutes of the company and a resoluiton duly passed. Provision should should be made for the official recording of the usage of the seal by the company. This is usually referred to as a record of sealings which will be kept by the company secretary at the registered office address.

The question is often asked what is to stop anyone from ordering a company seal in any company name?

The answer is quite simply that if a seal was purchased by someone not connected with your company the usage would be fraudlent and not legally recognised. This would be easily established as there would be no resolution in the company minutes, no record of purchase or recorded sealings at the registered office address. A seal can only be used by a chosen representative of the company. A legal practitioner will always check that the person using a seal has the authority to authorise a sealing on behalf of the company. So the usage of a seal by someone unconnected to your company is not a major concern.  

What is a company seal / CompanySeal PressModern Company Seal Stamp

Below is a brief look at a selection of countries worldwide and the legal requirements regarding the use of a company seal (corporate seal).

Under The Company Law Review Act 1988 a company seal is no longer mandated. However,  for companies formed prior to this date the company's constitution may mandate the use of a company seal.

A company seal may still be used and must include the Australian Company Number as well as the full legal company name. The ACN is a nine digit number prefixed either by the words Australian Company Number or  abbreviated to  A.C.N. or ACN as well as the number.

Section 127(2) of the Australian Act  prescribes the  use of a company seal and how it is to be legally affixed.

A Company Seal is required according to Art. 26 of the Companies Act.

A proof of seal has to be provided at the filing of the first annual income statement.

According to Section 25 of the Companies Act, a company must have a common seal (company seal) with its name engraved on it.

A corporate seal is not a legal requirement.

A company seal is a legal requirement and must be made by a company possessing a Shanghai Special Industry Permit .

A company seal is required by law and must be used on all official documents.

A company seal or common seal is a requirement of the law and must contain the company’s tax registration number.

Hong Kong
A corporate or company seal and stamp is a legal requirement.


A company seal is a legal requirement with a limited company.

The Companies Act 1996 requires all companies to have a company seal which must be registered with the  Registrar of Companies.

A Company Seal is a requirement of the law for all companies.

Republic of Ireland
The principal law governing companies is found in the Companies Acts', 1963 to 2012 collectively referred to as "The Companies Acts".

Irish law dictates that all limited companies have an official company seal.

A company Seal is a legal requirement.

St. Kitts and Nevis
A company seal or ink stamp is a legal requirement

United Kingdom

Under  the 1989 Companies Act, a company seal is no longer required.  Many companies,  however,  still elect to use a seal as it does hold legal standing and circumstances may dictate that a seal is  required. This is especially true when dealing with overseas clients. In many countries,  a lawyer may not recognise  the efficacy of a legal contract that has not been duly sealed with the official company seal. Even within the United Kingdom many formal documents may still  be  sealed, as such sealings negate the possibility of any irregularity in the execution of the document.  Many legal professionals will request that documents carry an official seal. The legal profession in the UK tend to be quite traditional and still bind many legal documents with legal tape and seal.  Also, it can be  more convenient for a single company representative to be duly authorised to use the seal.This replaces the need for two authorised signatories. An official sealing must be recorded in the record of sealings in the company register held at the registered office address in this way the validity and security of the sealing is authenticated.

Under the Companies Act 2006, section 44,  it states:

    (1)Under the law of England and Wales or Northern Ireland a document is executed by a company—

     (a)by the affixing of its common seal, or

     (b)by signature in accordance with the following provisions.

    (2)A document is validly executed by a company if it is signed on behalf of the company—

     (a)by two authorised signatories, or

     (b)by a director of the company in the presence of a witness who attests the signature.

The sealing is recorded by the company secretary in the register of sealings which is held at the company's
registered office address. Such control and documentation of the use of the seal  protects it from unauthorised use. There is still a legal requirement under company law for statutory books (Statutory Registers) to be kept - these books are often commercially referred to as a company register, coporate register, company book or, when a company seal is included,  may be referred to as a company kit or corporate kit. The statutory books will include a section for the "Register of Sealings".
Company Formation agents in the United Kingdom will often include such a kit a  the time of registration of the
company. supply a wide range of Statutory Registers and corporate kits.

A company seal in the United Kingdom will always contain the full legal name of the company as registered at Companies  House. Optionally, the company number is sometimes included for easy identification.

The official act governing the  seal (Section 45 ) only states: "A company which has a common seal shall have its name engraved in legible characters on the seal."

United States
A corporate seal is no longer a general legal requirement for all States. Most States still recognise the legal power of the  corporate seal.  Many banks  still require the use of a corporate seal in connection with a corporation's account.   Also, in many States, real estate documents, transferring ownership on behalf of a corporation, are legally required to  have a corporate seal  affixed.

A Corporate Seal will generally contain the corporation's exact legal name with the appropriate  State of incorporation and the year of incorporation. Note that it is not possible to incorporate  at national level in the United States.  All corporations must be filed at State level - this gives rise to some variances in regard to what the official corporate seal must have engaved on it.  For instance, in California they require not only the year of incorporation but the exact day and month as well.
Individual States also vary greatly as to which documents are legally required to carry a corporate seal impression.