A company seal (sometimes referred to as the corporate seal or common seal) is an official seal used by a

company A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared ...

. Company seals were predominantly used by companies in

common law In law, common law (also known as judicial precedent, judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions."The common law is not a brooding omniprese ...

jurisdictions, although in modern times, most countries have done away with the use of seals. In the UK, a company may have a company seal under the provisions of Companies Act 2006 section 45. It may have further seals for other territories and for issuing securities. These seals have the additional legend of the territory or the word SECURITIES. A company may wish still to seal documents as a means of protection against forgery. Traditionally, the seal was of some legal significance because the affixing of the seal signified that the document was the act and deed of the company, whereas when a document was merely signed by a director, then that was deemed to be an act carried out on behalf of the company by its agents, which was subject to applicable restrictions and limitations under the ordinary

law of agency The law of agency is an area of commercial law dealing with a set of contractual, quasi-contractual and non-contractual fiduciary relationships that involve a person, called the agent, that is authorized to act on behalf of another (called the ...

. Corporate seals are generally only used for two purposes by corporations today: *Documents which need to be executed as

deed In common law, a deed is any legal instrument in writing which passes, affirms or confirms an interest, right, or property and that is signed, attested, delivered, and in some jurisdictions, sealed. It is commonly associated with transferrin ...

s (as opposed to simple

contracts A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to tr ...

), may be executed under the company's common seal *Certain corporate documents, for example

share certificate In corporate law, a stock certificate (also known as certificate of stock or share certificate) is a legal document that certifies the legal interest (a bundle of several legal rights) of ownership of a specific number of shares (or, under Ar ...

s are often issued under the company seal (and some countries required that share certificates be issued under the common seal). For example, in India a share certificate is given under the common seal of the company and each usage of common seal is documented in the statutory registry of the company. Physically, seals were previously used to make an impression on melted wax on the relevant document, although modern seals will usually only leave an indentation or impression on the paper (although sometimes a red wafer is used to imitate old red wax seals, and to make the sealing show up better on photocopies).

In Asia

The Chinese version of a company seal is known as a company chop and takes the form of a usually circular stamp. The term reportedly came from

Indian English Indian English (IE) is a group of English dialects spoken in the republic of India and among the Indian diaspora. English is used by the Indian government for communication, along with Hindi, as enshrined in the Constitution of India. ...

. Partially derived from East Asian seals, the chop has great legal significance and represents the whole company. Chops must be made by authorized stamp-makers and registered with public safety authorities. Forgery of stamps, including government stamps and company seals, is a criminal offense in China. Hong Kong also has a system of company chops, but it is not mandatory and can be replaced by a signature. In Singapore, a company chop is essential as it is in China. The company chop plays a central role in the two-year dispute between

Arm Ltd. Arm is a British semiconductor and software design company based in Cambridge, England. Its primary business is in the design of ARM processors (CPUs). It also designs other chips, provides software development tools under the DS-5, RealView ...

and its Chinese subsidiary. A rogue CEO kept control of the chop, preventing many avenues of firing.

References

{{Reflist Corporate law *