This article is more than 24 months old and is now archived. This article has not been updated to reflect any changes to the law.

clearlaw

Adopting a company seal

When registering your company using Cleardocs, you may recall being asked whether the company is to adopt a common seal. Before 1998, Australian companies were required to have a common seal. Now, the use of a common seal is only optional, with less than 5% of companies registered through Cleardocs opting to adopting one.

Cassandra Townsend, Thomson Reuters

What is a common seal?

A common seal is an official seal used by a company. It is a rubber stamp containing the company name, ACN and usually, the words "common seal".

Use of a common seal was a sign of legality and validity of a company's signing. Now, it is regarded as the more formal way of a company's agreement to something. Arguably, it may still be valuable in evidencing a company's signing of a document for those overseas and unfamiliar with Australian requirements.

Signing using a common seal

Under the Corporations Act, a company can sign a document by affixing the common seal to the document in the presence of the following persons who must also sign the document as evidence that they witnessed the affixing of the seal:

  • 2 directors;
  • a director and the company secretary; or
  • if the company has a sole director who is also the sole company secretary, that person.

Signing without a common seal

Under the Corporations Act, a company can sign a documents without using the company seal by:

  • 2 directors signing it;
  • a director and the company secretary signing it; or
  • if the company has a sole director who is also the sole company secretary, that person signing it.

How to order a common seal

If the shareholders want the company to have a common seal, then answer "Yes" to the relevant question in our online form and Cleardocs will include the relevant clause in the company's Constitution.

If you choose to answer this 'yes', and also choose to have your company documents printed and delivered to you, then Cleardocs will organise for the seal to be created and sent with that package.

More Cleardocs information on related topics

You can read earlier ClearLaw articles on a range of company related topics.

Order Cleardocs company packages

 

Lawyer in Profile

Julian Smith
Julian Smith
Partner
+61 3 9258 3864
julian.smith@maddocks.com.au

Qualifications: BA, LLB, Monash University, LLM, University of Melbourne

Julian is a Partner in Maddocks Commercial team. He advises a diverse range of clients across the Australian commercial and financial services landscape.

Julian's corporate practice spans various sectors, including financial services, professional services, and family-owned enterprises. He advises on:

  • capital raising,
  • disclosures,
  • restructures,
  • mergers and acquisitions,
  • corporate governance,
  • directors' duties, and
  • trusts, corporations, and securities law.

Julianís financial services practice involves advising financial market participants on the entire financial services lifecycle including fund structuring, management options, and compliance with regulatory requirements.

Julian also offers guidance on alternative and disruptive financial services businesses, such as online foreign exchanges, internal markets, and management rights schemes.

Read Our Latest Articles

Company Registration
The clock is ticking: Apply now for your Director ID!
October, 2022
Company Registration
New phoenixing laws put to the test
June, 2022