Summary
- Companies in the UK do not need a company seal, because Companies Act 2006 lets a company execute documents by signature alone.
- Your articles of association override that convenience, and a document executed contrary to your articles may not be enforceable.
- Where your company keeps a seal, only the directors can authorise its use, so the board must resolve to seal a document and record that decision.
- This guide explains when companies in England and Wales need a company seal and how to execute documents without one.
- LegalVision’s commercial contracts lawyers advise companies on executing deeds correctly, checking whether their articles require a seal, and controlling who can apply the seal to a document.
Tips for Businesses
Read your articles of association before executing any deed, since some articles still require a seal for share certificates. Pass a board resolution naming the transaction and the person applying the seal, and record it in the minutes. Keep a register of every sealed document, with the date and signatories. Speak to a corporate lawyer at LegalVision about executing deeds where your articles require a seal.
On this page
Companies in England and Wales do not need a company seal. The Companies Act 2006 lets a company execute a document by signature alone. Two authorised signatories can sign, or one director can sign before a witness who attests the signature. A document signed that way carries the same effect as a document executed under the common seal. Authorised signatories include every director, and the company secretary of a private company that has one. The question that matters is what your articles of association say. Where the articles require a seal for a particular document, the company must use one. A document executed the wrong way may not be enforceable. This article explains when a company in England and Wales needs a company seal, how to execute documents with and without one, and who inside the company can authorise use of the seal.
What Is a Company Seal?
A company seal is an embossed or stamped mark that a company applies to documents to authenticate their execution. Historically, companies were required by law to use seals on important documents, including:
- deeds;
- contracts; and
- share certificates.
Modern company seals typically display the company’s registered name and company number. They may be made from metal or rubber and can be applied in various ways:
- embossing the paper;
- using an ink stamp;
- affixing a sticker; or
- applying wax (though this is now rare).
If your company uses a seal, ensure it is clearly legible. A document may be invalid if the seal is not properly affixed or cannot be read.
“Most of the seal problems I see are not really about the seal. They come from a company that ordered one years ago, forgot about it, and then had a single director sign a deed because nobody read the articles. If your articles mention a seal, either use it properly or amend them, because leaving that mismatch in place is the part that gets expensive”
Do I Need to Use a Company Seal?
Since the Companies Act, companies in England and Wales are no longer required to have or use a company seal. A company can execute documents without one.
However, you should check your company’s articles of association. If your articles require the use of a seal for certain documents, you must comply with this requirement.
Most modern companies do not use seals and instead rely on alternative methods of execution.
How Do I Execute a Document With a Company Seal?
If your company chooses to use a seal (or is required to by its articles), the seal alone is not sufficient. Under the Companies Act, a document executed with a seal must also be signed by:
- two directors; or
- one director and the company secretary.
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Who Can Authorise Use of the Company Seal
If your company keeps a seal, the directors control its use. Under the model articles, a company may only use its common seal by the authority of the directors. The directors also decide by what means and in what form the company uses the seal.
In practice, the board should pass a resolution before anyone applies the seal to a document. Record that resolution in the board minutes. Name the transaction and the person who will apply the seal. A single line in the minutes is enough.
Decide as well who holds the seal day to day. Many companies keep it with the company secretary or a named director, alongside a register logging every document sealed. That register becomes useful evidence where someone later challenges how the company executed a document.
Problems start when an employee applies the seal without board authority. The document may still bind the company. Under the Companies Act 2006, a purchaser in good faith for valuable consideration can treat a document as duly executed. Weak internal controls therefore create real commercial exposure, so review how you execute agreements before a deal completes.
How Can I Execute a Document Without a Company Seal?
Most companies now execute documents without a seal. Under section 44 of the Companies Act, a company can validly execute a document if it is signed by:
- two directors; or
- one director and the company secretary.
Powers of Attorney
A company can also grant a power of attorney to authorise specific individuals to execute documents on its behalf. This is particularly useful for overseas transactions or when directors cannot personally sign documents.
Electronic Execution
Electronic signatures are now widely accepted for company documents. The Corporate Insolvency and Governance Act confirmed that documents can be executed electronically, provided the company’s articles permit this method. Electronic execution offers speed and convenience whilst maintaining legal validity.
When Might a Company Seal Still Be Used?
Whilst not legally required, some companies continue to use seals for:
- tradition or formality;
- international transactions where foreign jurisdictions expect or require a seal;
- share certificates; or
- documents where the articles of association require a seal.
If you operate internationally, check whether the other jurisdiction requires or expects a sealed document, as some countries still place significance on company seals.
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Key Takeaways
Company seals are no longer a legal requirement in England and Wales. Companies can execute documents without a seal, provided they follow the correct signing procedures under the Companies Act.
Most companies now execute documents by having them signed by two directors, or one director and the company secretary. Electronic execution is also increasingly common and legally valid. However, you must check your company’s articles of association. If your articles require a seal for certain documents, you must use one. Failing to follow your articles could render a document invalid.
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Frequently Asked Questions
Is a company seal a legal requirement?
No. Companies in England and Wales do not need a company seal. Section 44 of the Companies Act 2006 lets a company execute documents by signature instead. Check your articles of association, because articles that require a seal for certain documents still bind the company.
When should a company seal be used?
Use a seal where your articles of association require one, or where a share certificate or an overseas counterparty calls for a sealed document. Some jurisdictions still place significance on company seals. Confirm the requirement before you complete a cross-border transaction.
How do I execute a deed without a company seal?
Two directors sign, or a director and the company secretary sign, or one director signs before a witness who certifies the signature. The document must state that the company executes it as a deed, and the company must deliver it as a deed.
Can I create my own company seal?
Yes. No law restricts who makes a company seal. It should show your registered company name and company number clearly. An illegible seal can put the execution of a document in doubt, so use a maker who produces a clean impression.
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