All Irish companies must have a common seal, sometimes called a ‘company seal’. Under Irish company law there are particular rules around the use of a company seal and here we set out a simple guide.
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 but abbreviations are permitted for the different company types for example Ltd. A logo or other significant symbol particular to the company can also be incorporated into the design of its seal.
When to use the company seal?
Documents that must be executed under seal are called ‘deeds’ and documents that are executed under hand 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 but for a written contract to be binding there must be 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. So there must be a board resolution or a resolution of a board committee, reflected in the minutes of the relevant meeting or in a written resolution.
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.
What if the company secretary is a company?
Where the company secretary is a body corporate then the deed may be countersigned by a director of the secretarial company, or by some other authorised person acting for and on behalf of the secretarial company. This appointed individual must be clearly identified and the capacity in which he or she is acting noted.
Can the company appoint a power of attorney?
Yes. A company can grant a power of attorney to any person to act on behalf of the company to include the execution of deeds. Where acting under a valid power of attorney, the attorney has the power to bind the company under deed as if it had been executed under the company’s common seal.
Can I use 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.
A company may also have an official seal for use abroad, if authorised by its constitution. This seal resembles the common seal of the company, with the addition of the name of the place outside the state where it is to be used.
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.
Where should the company seal be kept?
There is no formal requirement to keep the seal in any particular place, our advice is to keep it in a safe place, clearly labelled to avoid loss, confusion or error.
Should a register of sealings be maintained?
There is no company law requirement to maintain a register of sealings and it is not common to do so. However practically speaking such a register may prove very useful particularly in instances where for example the seal is in regular use, a committee of directors have been appointed or if the company uses an official seal abroad.