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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 ReutersWhat 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
- Company Registration
- Registered Company documents
- ABN Registration — company
- Shareholders Agreement
- Change to Sole Director Company
- Change to Constitution
- Division 7A Loan Agreement
- Company Name Reservation
- Public Company Limited by Guarantee
- Company Minutes & Resolutions Package
- Company Deregistration — voluntary
Lawyer in Profile
Senior Associate
+61 3 9258 3819
jack.coventry@maddocks.com.au
Qualifications: BA (Philosophy), Monash University, JD (Juris Doctor), University of Melbourne
Jack is a member of Maddocks Commercial team. He advises a range of corporate and private clients on:
- M&A transactions,
- corporate reorganisations, and
- legal and tax structuring.
Jack acts for clients on both buy-side and sell-side and specialises in founder-owned businesses and Australian subsidiaries of multi-national companies. He works across a number of sectors including information technology, professional services, and property development and management including land lease.
Jack’s structuring work includes assisting multinationals to structure Australian operations, listed companies to achieve regulatory compliance / optimisation and providing general tax structuring. He has also represented clients in tax controversies including before the General Anti-Avoidance Review Panel (GAAR Panel) and the Federal Court of Australia.
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The legal information and commentary on this site is general only. Documents ordered through Cleardocs affect the user's legal rights and liabilities. To assess their suitability for the user, legal accounting and financial advice must be obtained.