Company seal

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Company seal
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A company seal also called as corporate seal or common seal is an official seal used by an enterprise. Usually it is a stamp with the name or symbol (or both) of the company which shows that the business is authorized in official way. The company supposed to have only one company seal [1]. Seal had a matter in a legal way of the company because affixing the seal on the documents of the company, matters that the document was an act and deed of the company [2]. Company seals were mostly used by an enterprise in common law jurisdiction. In modern Times almost none company uses the Company seal [3]. The seal occurs in forms, among which there are:

  • Seal, embossed’’ to document via unique stamp
  • Wax seal
  • Attachment of paper seal (adequate for the document to mark on its face that it was sealed and there is no need of any other sealing).

Meaning for the company

The company seal is a tool used to stamp or emboss companie's important documents in order to show that the document is certified by, and agreed upon by, the Board of Directors of the company. However, it is not a required tool, because the regular signature also confirms the authenticity of the document. A company common seal is usually a stamping die that is used to extrude an engraved pattern on paper. Company with a common seal must, under penalty, have its name engraved in legible characters on the scale. Companie's common seal in document is enough to execute it as a document of the company and a company may be a part to a written contract by affixing its common seal to the contract. It should be noted, however, that the document with common seal itself is not enough to make the document an act. According to the company's status, the managers can decide whether the common seal will be used and to what extent. The default rule in company statutes is that when a document has a seal, the document must also be signed by an authorized person in the presence of a witness who certifies the signature. Such a witness can be a director, secretary or other person authorized by the company's management [4].

Using

Common seals were mostly used by corporations for the formal sealing of documents. Nowadays it is not obligatory to have a common seal inside the company and most countries have stopped use of seals. However, companies may continue using a common seal if they want to. In Australia common seal is literal a rubber stamp which contain the company's name as well as its Australian Company Number. Such print is actually a signature of the company. The stamp of the record makes the record that of the company itself. So it is have a similar effect that a signature a document. It can therefore be considered that, an agreement concluded under the common steal indicates the consent of the corporation itself and such an agreement should be distinguished from the agreement concluded by the director of the official on behalf of the company, which is the contract concluded by the representative on behalf of the company as principal. Also, document signed by two persons from the management of the company, for example two operations directors Or supervisors had the same power as document marked by A company seal, witnesses, thus executing the instrument [5].

Methods

There are two methods direct corporate contracting. One of them use corporate seal when is fixed to the document. Other method where the appropriate person sign the document acting on behalf of the company [6].

Enterprise that has got a corporate seal might have an official seal for use [7]:

  • for sealing bonds emitted by the enterprise, or
  • for sealing documents that creates or evidences emitted bonds.

Examples of Company seal

  • The physical Company Seal: This type of seal is the most common and is usually made of metal with a raised or indented design of the company’s name or logo. This type of seal is used to authenticate documents such as contracts, legal documents, or official correspondence.
  • The Embosser Company Seal: This type of seal is used on paper documents and works by pressing the company’s name or logo onto the paper. It is often used for contracts and other legal documents.
  • The Digital Company Seal: This type of seal is usually used for online documents and is usually a representation of the physical seal. It is used to authenticate online documents and is often used for contracts and other legal documents.
  • The Wax Company Seal: This type of seal is used to seal letters and is usually made of wax with the company’s name or logo imprinted on it. It is often used for official correspondence.

Advantages of Company seal

A company seal has several advantages. It provides a form of authentication for documents, making it easier to prove their authenticity if needed in court. It also shows a symbol of authority, demonstrating to the public that the company is a legitimate business. Additionally, the company seal can be used to:

  • Create a sense of trust and professionalism. It can help to build customer confidence, which can lead to increased sales.
  • Make documents more secure. The seal adds an extra layer of protection that makes it harder for unauthorized people to forge documents.
  • Simplify the process of signing documents. It eliminates the need for a signature, as the seal acts as an official signature.
  • Save time. The seal can be used to quickly and easily authenticate documents, saving time and effort.

Limitations of Company seal

A company seal can be a powerful tool for a business, but it also has several limitations. These limitations include:

  • Legality: In some countries, the use of a company seal is legally required in order to validate certain documents. Without using a company seal, the document may not be deemed valid.
  • Cost: Company seals can be expensive to purchase and require periodic maintenance to keep them in working order.
  • Limited Use: Company seals are generally only used for certain types of official documents, such as contracts and other legal documents. They cannot be used for more casual documents, such as letters or emails.
  • Vulnerability: Company seals can be easily counterfeited or tampered with, making them vulnerable to fraud and misuse.

Other approaches related to Company seal

Apart from the traditional physical forms of a company seal, there are other approaches that companies can use to show that their business is authorized in an official way. Below are some of those approaches:

  • Electronic Signatures - Electronic signatures are a form of authentication that can be used to legally bind a document. The signature is usually in the form of a code that is generated by the signer’s computer, and is associated with the document in order to prove its authenticity.
  • Biometrics - Biometrics is an authentication method that utilizes physical characteristics such as fingerprints, hand geometry, or retinal scans to verify an individual’s identity. This method is becoming increasingly popular in many industries as a secure means of authentication.
  • Cryptography - Cryptography is a system of encrypting and decrypting data to ensure its security. It is used to protect sensitive information from being accessed by unauthorized individuals.
  • Digital Certificates - Digital certificates are an electronic form of identification that can be used to verify the identity and authenticity of a company or individual. These certificates are issued by a certification authority, which is a third-party organization that verifies the identity of the individual or company.

In summary, there are various approaches to authenticating a business, such as using electronic signatures, biometrics, cryptography, and digital certificates. Each of these methods has its own advantages and disadvantages, and can be used in conjunction with traditional company seals.

Footnotes

  1. Dictionary of Banking and Finance, (2010), Blooms Burry Publishing p.71
  2. Stone R., (2007), The Modern Law of contract 7 edition, Routledge-Cavendish, p. 73
  3. CheesmanH.R., (2009) Just The TheFacts 101, Business Law,Prentice Hall 7th edition, Chapter, p.36
  4. Mayson, F&R,(2015), Company Law, Oxford University Press, p.606
  5. Griffiths A., (2005), Contracting with Companies ,Hart Publishing, p. 7
  6. TomasicR., BottomleyS., McQueen R., (2002), Corporations Law in Australia, The Federation Press p. 238
  7. CowanE., (2016), CoreStatutes on Company Law 2016-17, Palgrave, p. 307

References

Author: Wioleta Kozioł