Q&As

What are the physical requirements of a company seal and, where no seal is available, what alternate means of execution of a deed are there?

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Published on LexisPSL on 10/08/2018

The following Commercial Q&A provides comprehensive and up to date legal information covering:

  • What are the physical requirements of a company seal and, where no seal is available, what alternate means of execution of a deed are there?
  • Physical requirements of a company seal
  • Execution of deeds
  • Execution by seal

What are the physical requirements of a company seal and, where no seal is available, what alternate means of execution of a deed are there?

Physical requirements of a company seal

The requirements for a common seal are outlined in section 45 of the Companies Act 2006 (CA 2006). It is not mandatory for a company to have a common seal, but if they do CA 2006, s 45(2) outlines that ‘a company which has a common seal shall have its name engraved in legible characters on the seal’. Failure to comply with CA 2006, s 45(2) is an offence under CA 2006, s 45(3).

For further guidance on requirements, see:

  1. Practice Note: Requirements of the company seal

  2. Commentary: Company seal: Halsbury’s laws of England (14) [282]

Execution of deeds

Under CA 2006, s 46, a document is validly executed by a company as a deed if it complies with the requirements of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989—that it is duly executed by the company and delivered as a deed (a deed is presumed delivered upon being executed, unless a contrary intention is proved).

The four key formalities of a deed are: that it be in writing, be clear from its face that it is a deed, be executed as a deed and delivered in order to take effect.

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