If Bank produce a document affixing old Name seal in 2002, may it legally right or any other situation. As stated in the legislation, a company may choose to execute documents by using a common seal stamp. There is no definition prescribed under the Companies Act, 1956 and Companies Act, 2013. The common seal. In section 46 of the principal Act, in sub-section (1), for the words “issued under the common seal of the company”, the words “issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary” shall be substituted. Article 2(ii) of TABLE F - Articles of Association of a Company Limited by Shares specifies that every certificate shall be issued under the seal of the Company. 1. (b) by a certificate of a public officer having the custody of the report, as provided under section 76 of the Indian Evidence Act, 1872 (1 of 1872). It is to be used in the manner prescribed in the Articles of Association and the Companies Act, 2013. Section 46. Is there any Rules in company law ? By that section the possession and use of common seals by companies has been dispensed with. Previous Article A Bird’s-eye View of Drone Regulation in Malaysia. Any document, on which the company’s seal is affixed and is duly signed by the authorized official of the company becomes binding on the company. Rule 5(3) of Companies (Share Capital and Debentures) Rules, 2014 regulates –. If in AoA of company, it is mentioned that common seal is mandatory for all documents executed by company. Every company should maintain a register containing particulars of documents on which the official seal of the company has been affixed. to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts and other documents, and for that purpose, to use, when necessary, the company's seal; Documents on which common seal is mandatory: A certificate of shares or stock; In this article, we will review the legality of common seals and answer some questions relating to its usage. Section 125 allows a company with a common seal to have an official seal for use outside Hong Kong, removing the restrictions under the Old CO. The Institute of Company Secretaries of India does not own any responsibility whatsoever for such contents or claims by the R & A Associates. Section 124 of the New CO makes the keeping and use of a common seal optional. Common Seal Optional: Companies Act, 2013 required common seal to be affixed on certain documents (such as a bill of exchange, share certificates, etc.) The Act requires affixation of the common seal on certain documents, share certificates and share warrants issued by the company. A) Article 2(ii) of TABLE F – Articles of Association of a Company Limited by Shares specifies that every certificate shall be issued under the seal of the Company. (1) Under the law of England and Wales or Northern Ireland a document is executed by a company— (a) by the affixing of its common seal, or (b) by signature in accordance with the following provisions. Therefore, it acts through its Board of Directors for carrying out its activities and for entering into various agreements. Physically, seals used to be used to make an impression on melted wax on the relevant document endorsing them as the official transactions of the company, although modern seals will usually only leave an indentation or impression on the paper. But how does a company enter into such agreements? We are all aware that company being an artificial person cannot act on its own, therefore for carrying out its activities and for entering into various agreements its acts through its Board of Directors. In today’s post I will enlighten all the learned professionals about the common seal of the company, what importance does it hold and whether its compulsory to have common seal or not,Why is common seal required, How is common seal affixed, Documents on Which Common Seal is Mandatory, Register and Custody of Common Seal and How do I get a new corporate seal. R & A Associates hereby declare that the contents of this website are true to the best of our knowledge and belief and are in conformity with Guidelines for Advertisement by Company Secretary in Practice - Guideline No.4 of 2007 issued by the ICSI. Form and Content- Under the provisions of the Companies Act, 1956 the Common Seal should be made of metal and capable of being manually operated. (1) A company shall have a common seal or seals that shall state the company's name, engraved in legible characters. (i) the  Board shall provide for the safe custody of the seal. (2) A company may, by writing under its common seal, authorise any person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf in any place either in or outside India. An earlier common seal was required in several financial instruments such as the bill of exchange, share certificates etc. Your question is not clear to me. 43. 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