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.

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