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. The advancement of education cleared the way for the individual to sign. Despite this advancement, the practice of affixing a seal to papers has persisted until the present day.
Common Seal of Company meaning
A common seal of company is a type of 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 Required for a Common Seal of Company
- 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.
Custody and Registration of the Common Seal of Company
Each firm shall keep a record of paperwork on which the common Seal of company has been attached, which should be kept at the registered address.
The Common Seal of company should have a registered office or any other office authorised 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
Given the foregoing, the common seal of company is essential. The authorized officials and the Company have a legal obligation to attach the common seal of company, which must be done in accordance with the company. The use of a common seal is entirely at the Company’s discretion. However, whether or not the company has a common seal, it must follow the procedure outlined in the amended bill.