Signed But no Longer Sealed: An End to the Company Seal After 6,000 Years

Posted on October 28 2010 by Admin Manager

For 6,000 years stamps and seals have been used to provide a distinctive mark often to signify authority.  Stamps that leave a print or seals that make an engraving have both been used.

The tradition has carried on through the ages including the use by Kings and governments and merchants.  In modern times the use has continued by companies, for example concluding contracts and agreements.

English Company Law has historically referred to a common seal, capable of making an engraving.  The manner in which a seal and stamp should be used by companies is often a grey area.  The move away from hot wax and metal seals and made rubber “print” stamps more popular, although company law often does not stipulate whether this is actually acceptable.

Recent changes in Cyprus Company Law, makes it clear that a rubber stamp is acceptable, but also that seal and stamps are for the most part no longer required!

From July 2009 a Cyprus registered Company no longer requires a corporate seal, kept at the company’s registered office under the custody of the company secretary as directed by the board of directors. Section 35 of the Companies Law was amended and now states that any document signed on behalf of a Cyprus registered company, by any person acting under the company’s authority shall have the same effect as if it were executed under the company’s seal.

A company may select to use its seal, in which case it should be used in accordance with the articles of association; which usually means it should be countersigned by at least two directors or; a director and the company secretary.

The motive foe the amendment is clearly aimed at making sure Cyprus registered companies remain attractive to international businesses that often require documents to be signed by Directors and or duly authorized represantives away from the registered office and out of the reach of the company seal.