Company seal
Encyclopedia
A company seal is an official seal
used by a company. Company seals were predominantly used by companies in common law
jurisdictions, although in modern times, most countries have abrogated the use of seals.
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
.
Corporate seals are generally only used for two purposes by corporations today:
Physically, seals used to be 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).
Seal (device)
A seal can be a figure impressed in wax, clay, or some other medium, or embossed on paper, with the purpose of authenticating a document ; but the term can also mean the device for making such impressions, being essentially a mould with the mirror image of the design carved in sunken- relief or...
used by a company. Company seals were predominantly used by companies in common law
Common law
Common law is law developed by judges through decisions of courts and similar tribunals rather than through legislative statutes or executive branch action...
jurisdictions, although in modern times, most countries have abrogated the use of seals.
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
Law of agency
The law of agency is an area of commercial law dealing with a contractual or quasi-contractual, or non-contractual set of relationships when a person, called the agent, is authorized to act on behalf of another to create a legal relationship with a third party...
.
Corporate seals are generally only used for two purposes by corporations today:
- Documents which need to be executed as deedDeedA deed is any legal instrument in writing which passes, or affirms or confirms something which passes, an interest, right, or property and that is signed, attested, delivered, and in some jurisdictions sealed...
s (as opposed to simple contracts), may be executed under the company's common seal - Certain corporate documents, for example share certificates are often issued under the company seal (and some countries required that share certificates be issued under the common seal)
Physically, seals used to be 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).