(1) A company shall have a common seal or seals that shall state the company’s name, engraved in legible characters.

(2) Save as otherwise provided by this Act or by the constitution of the company—

  1. a company’s seal shall be used only by the authority of its directors, or of a committee of its directors authorised by its directors in that behalf; and
  2. any instrument to which a company’s seal shall be affixed shall be—
    1. signed by a director of it or by some other person appointed for the purpose by its directors or by a foregoing committee of them; and
    2. be countersigned by the secretary or by a second (if any) director of it or by some other person appointed for the purpose by its directors or by a foregoing committee of them.

(3) Save as otherwise provided by the constitution of the company, if there be a registered person in relation to a company, the company’s seal may be used by such person and any instrument to which the company’s seal shall be affixed when it is used by the registered person shall be signed by that person and countersigned—

  1. by the secretary or a director of the company; or
  2. by some other person appointed for the purpose by its directors or a committee of its directors authorised by its directors in that behalf.

DJEI Commentary 

Section 43 includes the requirement for a company to have a common seal, which was contained in section 18 of the Companies Act 1963 and the requirement that the name engraved on the seal be legible, as contained in section 114(1)(b) of the Companies Act 1963. Subsections (2) and (3) deal with the authority to use the seal. The section now provides that unless a company’s constitution provides otherwise, it will be implied that its seal may only be used by the authority of its directors (or a board committee) and that any instrument to which it is affixed must be signed by a director, or an authorised person, and countersigned by the secretary, a second director, or an authorised person.