Since ancient times when the noblemen did not know the way to read and write, since then the legacy of the seal was made. As a result, even in the early days, the seal was considered and used for document authentication.
If you are operating a business in India, you need a company common seal. It may also occasionally be referred to as a corporate seal.
In another sense, the common seal serves merely as the business’s official signature, and each corporation is required to have one from the outset of operations.
In this article, we will be going to discuss more in-dpeth about the common seal of company that are been utilized in your bussines.
Common Seal of Company meaning
A common seal of company is a type of metallic imprint that is used for engraving documents with the company’s name, proof that they have been officially accepted.
The definition of the common seal is “a blind impression of a company’s name, providing extra proof that an agreement or document was made on the firm’s behalf by its authorized agents or officers of corporation.” Also known as a company seal.
Need for a Common Seal of Company
Since a corporation is an artificial entity, it cannot act on its own; consequently, it acts through its Board of Directors to carry out its activities and enter into numerous agreements.
The common seal of the company serves as the business’s signature and binds the company to all obligations undertaken by the corporation. It must be utilized following the Articles of Association and the Companies Act of 2013. Any document bearing the business’s seal and officially signed by an authorized officer of the company becomes legally binding on the company.
The Board should adopt the Common Seal of company by a resolution. Generally, the Common Seal of company is adopted at the first Board meeting. The image of the Common Seal should be recorded in the session at which it is established.
Importance of a common seal of company
The common seal of company’s custody should be regarded very seriously. It must be emphasized that the directors of the firm, i.e., the Company Seal should be accessible to or authorized for use by the members or the designated person. When the company seal of a company is being used, it must be signed by a Board and a Designated Person or another member.
The secretary’s responsibilities and duties are determined by the size and structure of the organization, as well as the personal contractual arrangements made with him/her. The right to sign the document instruments carrying the company seal of a company is granted to a director.
Companies with Common Seals are permitted to utilize Official Seals outside of Kenya. It is worth noting that when a Company’s Official Seal is properly affixed to a document, it has the same impact as the Company’s Common Seal.
How is a Common Seal of Company practiced?
The company’s seal shall not be attached to any document unless authorized by a decision of the Board or a supervisory board, and only in the comprised of at least executive members and the superintendent or such other person as the Committee may designate for the intent, and those executive members and the superintendent or such other person as the Committee may designate for the period shall sign every component to which the common seal of company is affixed in their existence.
Every certificate must be issued under the Company’s seal, according to the Articles of Association of a Company Limited by Shares – Article 2(ii) of Table F.
The Board shall ensure for the secure custody of the seal, according to the Articles of Association of a Company Limited by Guarantee and not having Share Capital – 79(i) and (ii) of Table F, as well as 30(i) and (ii) of Table H.
Enactment of the Companies Act in 1956
The consequence of a company’s registration under the Companies Act, 1956 is dealt with under Section 34 of the Companies Act, 1956.
It states that “As of the date of incorporation stated in the certificate of incorporation, such of the subscribers to the memorandum and other persons as may from time to time by members of the company be a body corporate by the name contained in the memorandum, capable of exercising all the functions of an incorporated company and having perpetual success and a common seal, but with such liability on the part of the members to contribute to the assimilation of the company’s assets.”
The evidence was the common seal, which was put by a company or corporate body on any document executed by it and was duly executed by the company or corporate body’s authority. The seal does not have to be a specific size, shape, or material. The word ‘Corporate seal’ is usually included in the common seal, as well as the company’s name, location, and date of establishment.
Authorization for Common Seal of company
Section 36A(3) of the British Companies Act was enacted. The owning and the use of common seals by corporations has been prohibited under that law. Section 45(1) of the English Companies Act, 2006 states that a company may but is not required to have a common seal.
According to Section 5 of the Information Technology Act of 2000, where any law requires that information or any other matter be authenticated by affixing the signature of any document shall be signed or bear with the signature of any person, such requirement shall be deemed to have been satisfied if such information or matter is authenticated employing a digital signature placed in the way indicated.
As a first step, the Central Government eliminated the common seal of company in the LLP Act. The LLP Act makes it optional to use a common seal. It is entirely up to the LLP whether to have it or not.
Documents for which common seal is required?
- A share or equity certificate: The current share certificates must be secured and verified in accordance with the Share Certificate requirements.
- A power of attorney, allowing a person to use the government’s official seal in a location other than India.
- A proxy instrument signed by a corporate authority.
- A report, prepared by the Inspector following Section 223 of the Companies Act of 2013.
- In the event of a winding-up, any document is required by the liquidator.
There is a legal requirement on the part of the authorized authorities to affix the common seal of company, which must be affixed in line with the Company’s Articles of Association are based on the above-mentioned articles.
Common seal register
Every firm is required to keep a record at their registered office that lists information about documents with the common seal attached.
The information below must also be included in the common seal register:
- Description of the record
- The number and date of the decision permitting the affixation of the common seal
- The date the document’s seal was applied
- Names of the witnesses to the affixation
- The location where the record’s seal was applied
The common seal has to be maintained in the possession of a director, company secretary, or any other official designated by the Board. A company owner, the executive officer, or any other person in power by the Council should have access to the common seal of company.
Steps to get a new corporate seal
- Go to a nearby office supply store.
- Create your corporate seal.
- Select an embosser.
- Obtain the corporation seal.
Conclusion
Every corporation is required to keep a register at its registered office that lists information about documents that have the company’s common seal attached.
The fact that it completely authenticates and gives authority to the documents and deeds is of primary importance. Additionally, the seal ensures that the documents cannot be easily falsified.
If you have a registered firm and want to have a common seal of the company, you must seek assistance from OnDemand International professional experts, to help you in escaping from the hustle of getting a common seal of the company.
FAQ’s
Common seal refers to the seal made of metal in a business that is put on only with permission by the Board of directors of the company.
In another way, the common seal is only the legal signature of the company, and each business must have one common seal at the beginning of its business.
A perfect example, in India the share certificate is issued by the corporate seal and every usage of common seal is recorded in the official registry of the company.
Common seals are signature that is used by companies for the execution of documents. A company doesn’t need the common seal however when they do, and they want to use it, it has to be approved by the directors of the company.
A corporate seal is a seal used by corporations to sign contracts on behalf of their company. It is not a legal obligation to use a corporate seal when signing contracts.
The name of the company and the state where its registered office is located must be inscribed in readable characters on the common seal. A common seal may alternatively have merely its name in readable characters etched on it.
