Company seal (optional)

Historically, companies have used company seals to sign deeds and other documents. Typically the company seal would be a simple rubber stamp, purchased from a rubber stamp maker, bearing the company name and the words 'common seal'.

Under modern UK company law, companies are no longer required to have a company seal - section 45(1) of the Companies Act 2006 (which continues a provision of previous law introduced in 1989). Having regard to this, UKcorporator does not provide a company seal.

Section 44(2) of the Companies Act 2006 provides that a document is validly executed by a company if signed on behalf of the company by:

- two 'authorised signatories' (section 44(2)(a)); or

- one director, in the presence of a witness who attests the director's signature (section 44(2)(b)).

For section 44(2) purposes, every director of the company is an 'authorised signatory', as is the secretary, or joint secretary, of a public company, or a private company with a secretary. (It is not compulsory for a private company to have a secretary - see section 270 of the Companies Act 2006.) The only proviso for either method is that the document must be expressed, in some form of words, to be executed by the company.

However, a company may have a common seal if it wants one. Company seals can generally be obtained from rubber stamp makers at minimal cost and at short notice.

If the company chooses to have a common seal, it must have its name engraved in legible characters on the seal and failure to do so constitutes an offence - section 45 of the Companies Act 2006.
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