What is a Company Seal?
A common seal consists of two opposing metal plates engraved in legible letters with the company name. When the two metal plates are pressed together on a sheet of paper the name of the company is clearly embossed on it. The seal must state the exact registered name of the company. A logo or other significant symbol particular to the company can also be incorporated into the design of its seal.
When do you use a Company Seal?
Documents that must be executed under seal are called ‘deeds’ and documents that are executed underhand are ‘written contracts’. One of the main differences between these two types of documents is that there is no requirement for consideration for a deed to be binding. Still, for a written contract to be binding, there must be a consideration.
Who can use a Seal?
The company seal can only be used with the authority of the company directors, or a committee of its directors who have been duly authorised by its directors. Unless the company’s constitution provides otherwise, any document to which the company seal is affixed must be signed by a director and countersigned by the company secretary or by a second director or some other person appointed by the directors or committee of directors.
Can the Company Seal be used abroad?
Yes, a company may use the seal abroad and execute deeds in the same manner that it does within Ireland. Unlike the common seal, the official seal for use abroad may be used by a single person (agent), who has been authorised by the company in writing under its common seal. When an agent executes a deed on behalf of the company using the official seal, he or she must also certify by writing on the deed the date and place the seal was affixed.