All Irish companies must have a company seal, sometimes called a ‘common seal’.  Under Irish company law there are particular rules around the use of a company seal and here is a simple guide.

What is a company seal?

A company seal consists of two opposing plates engraved in legible letters with the company name. When the two 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 or CLG. 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.

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.