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A company seal (sometimes referred to as the corporate seal or common seal) is an official
seal Seal may refer to any of the following: Common uses * Pinniped Pinnipeds (pronounced ), commonly known as seals, are a widely range (biology), distributed and diverse clade of carnivorous, fin-footed, List of semiaquatic tetrapods, semiaquati ...
used by a
company A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal person, legal or a mixture of both, with a specific objective. Company members share a common pu ...
. Company seals were predominantly used by companies in
common law In law, common law (also known as judicial precedent or judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions. ''Black's Law Dictionary'' is the most-us ...
jurisdictions, although in modern times, most countries have done away with the use of seals. In the UK, a company may have a company seal under the provisions of Companies Act 2006 section 45. It may have further seals for other territories and for issuing securities. These seals have the additional legend of the territory or the word SECURITIES. A company may wish still to seal documents as a means of protection against forgery. Traditionally, the seal was of some legal significance because the affixing of the seal signified that the document was the act and deed of the company, whereas when a document was merely signed by a director, then that was deemed to be an act carried out on behalf of the company by its agents, which was subject to applicable restrictions and limitations under the ordinary
law of agency The law of agency is an area of commercial law dealing with a set of contractual, quasi-contractual and non-contractual fiduciary relationships that involve a person, called the agent, that is authorized to act on behalf of another (called the pr ...
. Corporate seals are generally only used for two purposes by corporations today: *Documents which need to be executed as
deed In common law In law, common law (also known as judicial precedent or judge-made law, or ) is the body of law created by judges and similar quasi-judicial by virtue of being stated in written opinions. ' is the most-used legal dictionary use ...

deed
s (as opposed to simple
contracts A contract is a legally binding document between at least two parties that defines and governs the rights and duties of the parties to an agreement. A contract is legally enforceable because it meets the requirements and approval of the law. A ...
), may be executed under the company's common seal *Certain corporate documents, for example
share certificate In company (law), corporate law, a stock certificate (also known as certificate of stock or share certificate) is a legal document that certifies ownership of a specific number of share (finance), shares or Share capital, stock in a corporation. ...

share certificate
s are often issued under the company seal (and some countries required that share certificates be issued under the common seal). For example, in India a share certificate is given under the common seal of the company and each usage of common seal is documented in the statutory registry of the company. Physically, seals were previously used to make an impression on melted wax on the relevant document, although modern seals will usually only leave an indentation or impression on the paper (although sometimes a red wafer is used to imitate old red wax seals, and to make the sealing show up better on photocopies).


References

{{Reflist Corporate law *