Does a company need a company seal

No. A company may have a common seal but need not have one (section 45(1) of the Companies Act 2006), and every document a seal can execute can instead be signed by two authorised signatories or by one director in front of an attesting witness under section 44. Seals survive mainly because older articles assume one, because an official seal for use abroad or for securities can only exist alongside a common seal, and because some companies simply prefer them.

Does the law require a company to have a seal?

Not since the Companies Act 2006. Section 45(1) says plainly that a company may have a common seal but need not have one. If it does have one, section 45(2) requires the company’s name to be engraved on it in legible characters. Failing to comply is an offence by the company and every officer in default, and an officer who uses, or authorises the use of, a seal without the name engraved also commits an offence. Each offence carries a fine up to level 3 on the standard scale (section 45(3) to (5)).

Section 45 does not form part of the law of Scotland. Section 48 says that, notwithstanding any enactment, a Scottish company need not have a company seal, and that a document signed or subscribed in accordance with the Requirements of Writing (Scotland) Act 1995 has effect as if it had been sealed.

Section 45 imposes no duty to tell Companies House that a company has adopted or stopped using a seal, so the decision is an internal one for the directors, subject to the articles.

How does a company sign documents without one?

Most contracts need no formality at all. Section 43 lets a company contract either under its common seal or through any person acting under its authority, so a director or manager with authority can simply sign. Where the company itself must execute a document, such as a deed, section 44(1) gives two routes in England and Wales and Northern Ireland: affixing the common seal, or signature under section 44(2), meaning two authorised signatories (every director, and the secretary if the company has one) or a single director whose signature is attested by a witness.

Section 44(4) then does the work that once required a seal: a document signed in either of those ways and expressed to be executed by the company has the same effect as if it had been executed under the common seal. The detailed mechanics, including when a document becomes a deed, are in how a company executes documents and deeds, and electronic signing is covered in electronic signatures on company documents.

Do share certificates still need to be sealed?

This is where seals cause most confusion. Section 768(1) says that, for a company registered in England and Wales or Northern Ireland, a certificate under the common seal specifying shares held by a member is prima facie evidence of title. Because section 44(4) gives a properly signed document the same effect as a sealed one, a certificate signed under section 44(2) does the same job.

The articles are the real question:

• Model articles. Article 24(5) of the model articles for private companies says certificates must either have the common seal affixed or be otherwise executed in accordance with the Companies Acts. No seal is needed.
• Table A 1985. Regulation 6 of Table A in the Companies (Tables A to F) Regulations 1985 says every certificate “shall be sealed with the seal”. A company still governed by unamended Table A articles but with no seal is following wording that assumes one. The tidy fix is to update the articles of association rather than buy a seal just for certificates.

Whatever the method, section 769 requires certificates to be ready for delivery within two months of an allotment, unless the conditions of issue provide otherwise. Our guide to share certificates covers content and replacement.

What rules apply when a company does use a seal?

The Act says nothing about who may affix the seal; the articles do.

• Article 49 of the model articles says the seal may only be used by authority of the directors, who may decide how it is used. Unless they decide otherwise, a sealed document must also be signed by at least one authorised person (any director, the secretary if any, or anyone the directors authorise) in the presence of a witness who attests the signature.
• Regulation 101 of Table A 1985 says the seal may only be used by authority of the directors or an authorised committee, and unless the directors decide otherwise a sealed instrument is signed by a director and the secretary or by a second director.

For property, section 74(1) of the Law of Property Act 1925 protects a purchaser where the seal purports to be affixed in the presence of, and attested by, two directors or a director and the secretary. HM Land Registry practice guide 8 says it may ask for evidence of authority, and a certified copy of the board resolution, where the sealing is attested by anyone else. It also notes that under section 1(2A) of the Law of Property (Miscellaneous Provisions) Act 1989 sealing alone does not make a document a deed; the document must make clear on its face that it is intended to be one.

Practice guide 82 adds that HM Land Registry will not accept documents sealed electronically by a company, because section 45 appears to envisage a physical seal.

When is a seal still useful?

• Official seal for use abroad. Under section 49, a company that has a common seal may have an official seal for use outside the UK. It must be a facsimile of the common seal with the place or places of use added, and has the same effect as the common seal (except in Scotland). The company authorises an agent to affix it by writing under its common seal, and the person affixing it must certify on the document the date and place it was affixed.
• Securities seal. Section 50 allows a company with a common seal to have an official seal for sealing securities, a facsimile with the word “Securities” on its face.
• Old articles. Articles that require sealing for particular documents, such as Table A certificates, keep a seal in use until they are changed.
• Preference. Some boards like the formality of sealing deeds and keep a sealing register, though nothing in the Act requires one.

Both official seals depend on the company having a common seal (sections 49(1) and 50(1)), so a company that gives up its common seal loses them too.

How might this look in practice?

Illustration only. Oakfield Ltd was incorporated in 2004 with Table A articles and a seal it has since lost. It now plans to allot 200 new shares and grant a lease of part of its premises.

1. For the lease, the two directors sign the deed under section 44(2)(a) with an execution clause stating it is executed as a deed. No seal is needed and section 44(4) gives the same effect.
2. For the share certificates, Table A regulation 6 refers to the seal. The board proposes a special resolution adopting new articles based on the model articles, so that article 24(5) allows certificates to be signed instead.
3. The board minutes record that the company no longer uses a seal, and the lost seal is noted in case it is misused. See writing board minutes.

What mistakes do companies make with seals?

• Believing a seal is legally required, or that a sealed document is automatically a deed.
• Sealing without the director or secretary signatures the articles require.
• Using a seal that does not show the company’s exact current name after a change of name, which section 45 makes an offence.
• Keeping Table A articles that require sealed share certificates when the company no longer has a seal.
• Applying an electronic image of a seal to a property deed that HM Land Registry will reject.
• Losing the seal and not recording who holds it.

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Related Accountapedia entries

• Signing contracts as a director without personal liability
• What to do if a share certificate is lost
• The company secretary: role and duties
• Decisions by a sole director
• Directors’ authority to bind the company
• Does a company need an objects clause
• Do company directors need auto enrolment

Sources

• legislation.gov.uk: Act 2006 c. 46, section 45
• legislation.gov.uk: Act 2006 c. 46, section 48
• legislation.gov.uk: Act 2006 c. 46, section 43
• legislation.gov.uk: Act 2006 c. 46, section 44
• legislation.gov.uk: Act 2006 c. 46, section 768
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: SI 1985/805, schedule part
• legislation.gov.uk: Act 2006 c. 46, section 769
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: SI 1985/805, schedule part

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.