What is a company seal?
A company seal is also known as a common seal. It’s an embossing tool used to stamp certain legal documents. This proves that the document is official and approved by the company and its directors. In other words, it acts as the signature of the company. The company’s name is engraved on its seal and it leaves an indentation on the paper when used.
When is it used?
You are usually notified when you need to use a company seal by the preparer of the form/paperwork. Some instances where a company seal is usually used include:
- Minutes of meetings
- Share transfers
- Company law documents
- Contract law documents
- Property law documents
Who can use the company seal?
It’s important for Irish companies to know that the Companies Act 2014 outlines specific rules around the company seal. Only the directors or a committee authorised by the directors may use the seal. There needs to be permission from the directors to use the seal.
Every time the seal is used, it must be signed by a director or other authorised person and countersigned by the company secretary or another authorised individual. This may seem like a small detail, but it’s an important step to ensure that the seal is used properly and compliant with regulations.
This is where the benefits of company secretary services come into play; ensuring that such regulatory nuances are adhered to without fail.
Where do I keep my company seal?
Your company seal is usually kept in Ireland. However, if it’s regularly used outside of Ireland, you may need a separate seal with the name of the country on it.
For example, the word “Spain” should be on the seal if it’s only used in Spain.
Rather than having a number of company seals in different countries, the company seal is usually kept at the registered office in Ireland. This means that if a contract is completed in Spain, the seal would be sent to the company director and then returned to the registered office in Ireland when the business is concluded.
What is the difference between a company stamp and a company seal?
- A company stamp, rubber stamp, or self-inking stamp typically includes the company name, address, logo, and other relevant details. It is used to stamp documents such as invoices, letters, and receipts, to indicate that issued by the company.
- A company seal, on the other hand, is an embossing tool that leaves an impression on paper. It includes the company name and registration number and is used to authenticate and validate company documents, such as deeds, contracts, and share certificates.
How to use a company seal?
Gather the necessary documents
Position & apply pressure to the seal
Sign the document
When do you need to replace your company seal?
You may need to buy a new company seal if changes are made to your:
- Company name. If your company name changes, even slightly, you must purchase a new company seal with the correct name on it.
- Company type. If your company structure changes, you will need to purchase a new seal to reflect the change.
Rachel is a certified company secretary from The Law Society College Dublin and currently leads the Company Secretarial Team at Kinore. Areas of expertise include Company Formation in Ireland and the UK, Company Secretarial procedures and regulations, and the Companies Act 2014 relating to small business and company directors.
