S43(1)(a) of the Companies Act 2006 states that:
(1)Under the law of England and Wales or Northern Ireland a contract may be made— (a)by a company, by writing under its common seal
What is meant here by "writing under its common seal"?
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Sign up to join this communityS43(1)(a) of the Companies Act 2006 states that:
(1)Under the law of England and Wales or Northern Ireland a contract may be made— (a)by a company, by writing under its common seal
What is meant here by "writing under its common seal"?
The phrase means its literal meaning. A written contract is made by a company if the document is affixed with its common seal (an imprinted stamp, not the animal).
A common seal, or a company seal, was the concretization of the corporation as a legal person. A validly sealed document is equivalent to a document "personally" signed by the corporation.
Originally under common law, the company seal was required whenever a person's signature would have been required for a natural person. It remains mandatory under certain circumstances in several jurisdictions and in others still fairly common and is prima facie evidence of a company's assent to a document.
That's a Common Seal - specifically, it's a common seal for the Australian company Common Seal Sample 2 Pty Ltd with the unlikely Australian Company Number 123 456 789.
It's a seal in the sense of a wax seal although modern seals are usually rubber ink stamps rather than wax seals.
They are a way for corporations to formally endorse documents, in this particular case, a contract would be formed when the director or secretary affixes the seal to the document.
Of course, the overwhelming majority of contracts with companies are made under limb b) of this section:
(b) on behalf of a company, by a person acting under its authority, express or implied.
Documents under seal are generally only used for really important contracts like bank loans or real property transactions.