Section 43 of the Companies Act 2014 provides that every company registered in Ireland is required to have a company seal engraved with the company name in legible characters. It is a tool for embossing the name of the company on legal documents, authenticating them as having being considered and approved by the Board of Directors. In effect, it acts as the signature of the company. The company's seal shall be used only with the authority of its directors, or of a committee of its directors authorised by its directors in that behalf. Any documents to which it is applied must be signed by a company director and countersigned by the company secretary, second director or other person appointed to sign by the directors or committee of directors.
Save as otherwise provided by the constitution of the company, if there is a registered person in relation to a company, the company's seal may be used by that person and any document to which the company's seal is affixed, when it is used by the registered person, must be signed by that person and countersigned;
- by the secretary or a director of the company; or
- by some other person appointed for that purpose by its directors or a committee of its directors authorised by its directors in that behalf.
There is no specific guidance on where the company seal should be stored, however, care should be taken to ensure its security, preferably at the companies registered office, in the custody of the directors, company secretary or person authorised by the company board.
Company Seal During Covid-19.
It may not be possible given Covid-19 travel restrictions for a director to travel to the location of the company seal. Where the company seal is not available to the director, the company could consider the following subject to its Constitution (1) passing a Resolution to permit a person with access to the seal to sign on behalf of the company, (2) arrange for a duplicate seal to be sent to the directors, (3) amend the format of the document to one that does not require a company seal, or (4) if the language of the signature block does not require the signatory to be present when the seal is affixed, affix the seal and send the document to the signatory for signing and returning.
The Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the Covid-19 Act) which commenced on 21 August 2020 provides that the execution of documents under seal can be signed in counterparts, meaning directors can sign documents under seal separately and are then considered as one and the same document.
Pearse Trust can arrange your company seal(s) for you and provide a company seal as part of a competitive company formation package.