• Company law basics
  • What is a limited company?
  • Types of companies
  • Limited liability
  • Does a business have to be a limited company?
  • Advantages and disadvantages of running a business as a company?
  • When must a company be registered for VAT?
  • What does it cost to set up a company?
  • What information must a company send to Companies House?
  • Introduction to articles
  • Registered office
  • Changing the registered office
  • Finding a company's registered office
  • Can a company do everything?
  • What are a company's objects?
  • Company seals
  • Companies House
  • Information required on company notepaper
  • Information required on websites, emails and faxes
  • Annual return
  • Company accounts
  • Incorporating an existing business
  • Ready made companies
  • Can a company be moved from one part of the United Kingdom to another?
• Companies legislation
  • Companies Legislation
  • Companies Act 2006 Introduction
  • Accounts, audit and annual returns SIs
  • Articles of Association SIs
  • Company charges SIs
  • Companies House SIs
  • Community Interest Companies SIs
  • Directors SIs
  • Company forms SIs
  • General meeting - shareholders' rights SIs
  • Minority protection SIs
  • Company and business names SIs
  • Overseas companies SIs
  • Political donations SIs
  • Share capital SIs
  • Statutory registers and other records SIs
  • Trading disclosures SIs
  • Companies Legislation before the Companies Act 2006
• Types of companies
  • Types of companies
  • Companies limited by guarantee
  • Community Interest Companies (CIC)
  • Charitable Incorporated Organisation (CIO)
  • Property management companies
  • Dormant companies
  • Converting a company from one type to another
• Registering a company
• Company and business names
  • Company names
  • Changing a company's name
  • Protecting a company's name
  • Passing off
  • Trade marks
  • Trade mark registration
  • Trade mark categories of goods and services
  • What does it cost to register a trade mark?
• Articles of association
  • Introduction to articles
  • Model Articles
  • Table A
  • Updating articles
  • What is a general commercial company?
• Directors
  • What is the difference between shareholders and directors?
  • Directors
  • Number of Directors
  • Appointment of Directors
  • Resignation of directors
  • Removal of a director from office
  • Who can be a director?
  • Directors' service addresses
  • Are directors entitled to be paid?
  • Directors as employees
  • Directors' powers
  • Directors' duties
  • Legal position of a managing director
  • Loans to directors
  • Conflicts of Interest
  • Company secretary
  • Board meetings
  • Appointing a chairman
  • Quorum at board meetings
• Shares
  • What is a statement of capital?
  • Shares - an introduction
  • Authorised capital
  • How many shares should a company have?
  • Classes of shares
  • Alphabet shares
  • Share certificates
  • Dividends
  • What voting rights do shares have?
  • How do people get shares in a company?
  • Issuing shares
  • Pre-emptive rights
  • Transferring shares
  • What happens if a shareholder dies?
  • How much must a company charge for its shares?
  • Issuing shares for consideration other than cash
  • Can a child own shares?
  • Can a company buy its own shares?
• Shareholders
  • What is the difference between shareholders and directors?
  • What rights does a shareholder have?
  • General meetings
  • Must a company hold general meetings?
  • Calling general meetings
  • Who is entitled to attend general meetings?
  • What is the difference between board meetings and general meetings?
  • Proxies
  • Minutes of members' and directors' decisions
  • Types of resolutions
  • Appointing a chairman
  • Quorum at general meetings
• Shareholders' agreements
• Statutory registers
• Company borrowing and debentures
  • Company borrowing
  • Debentures
  • Fixed and floating charges
  • Registering charges
• Partnerships
  • Partnerships SIs
  • Partnership Act 1890
• LLPs
  • Limited Liability Partnerships (LLPs)
  • Limited Liability Partnerships (LLPs) SIs

Company seals

A company seal is a device for stamping the company's name in paper. At common law, any contract entered into by a company had to be under seal, subject to some minor exceptions. From 1875 until 1989 Act a document had to be executed under seal if this would be the case if executed by an individual. Since the 1989 abolished the requirement for a seal, not even a deed has to be executed under seal, provided it is signed by a director and secretary, or two directors, of the company and is expressed to be executed as a deed. CA 2006, sec45 now provides that a company may have a seal but is not bound to do so.
In practice many companies still use a company seal for deeds, share certificates and other important documents. After all, a company seal is a good authenticating device and it was only in 1875 that the requirement for all contracts executed by a company to be under seal. Habits die hard in the legal profession.

The statutory position on the execution of documents by companies is now set out in CA 2006 sec44

(1) Under the law of England and Wales or Northern Ireland a document is executed by a company-
(a) by the affixing of its common seal, or
(b) by signature in accordance with the following provisions.

(2) A document is validly executed by a company if it is signed on behalf of the company-
(a) by two authorised signatories, or
(b) by a director of the company in the presence of a witness who attests the signature.

(3) The following are "authorised signatories" for the purposes of subsection (2)-
(a) every director of the company, and
(b) in the case of a private company with a secretary or a public company, the secretary (or any joint secretary) of the company.

(4) A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the company has the same effect as if executed under the common seal of the company.

Incorporation Services Limited can supply a company seal.