contract-law england-and-wales northern-ireland
What is meant in S43(1)(a) Companies Act 2006 by &quot;writing under a company&#39;s common seal&quot;?
<p><a href="https://www.legislation.gov.uk/ukpga/2006/46/section/43" rel="nofollow noreferrer">S43(1)(a) of the Companies Act 2006</a> states that:</p>
<blockquote>
<pre><code>(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
</code></pre>
</blockquote>
<p>What is meant here by &quot;writing under its common seal&quot;?</p>

<p>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).</p>
<p>A common seal, or a <a href="https://en.wikipedia.org/wiki/Company_seal" rel="nofollow noreferrer">company seal</a>, was the concretization of the corporation as a legal person. A validly sealed document is equivalent to a document &quot;personally&quot; signed by the corporation.</p>
<p>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.</p>

<p><a href="https://i.stack.imgur.com/7Qsc1.jpg" rel="nofollow noreferrer"><img src="https://i.stack.imgur.com/7Qsc1.jpg" alt="enter image description here" /></a></p>
<p>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.</p>
<p>It's a seal in the sense of a wax seal although modern seals are usually rubber ink stamps rather than wax seals.</p>
<p>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.</p>
<p>Of course, the overwhelming majority of contracts with companies are made under limb b) of this section:</p>
<blockquote>
<p>(b) on behalf of a company, by a person acting under its authority, express or implied.</p>
</blockquote>
<p>Documents under seal are generally only used for really important contracts like bank loans or real property transactions.</p>
