UK Company Seals: Optional Since 2006, Still Used Abroad

A British company can exist for years without ever owning a seal. Companies House will register it without one, its articles will not require one, and its directors can sign for it without any impression on the page. The seal that many founders picture, a round metal die that makes a raised mark in the paper, is a leftover from an older rule that the Companies Act 2006 removed.

That leaves a practical question. If the seal is optional, when does it still matter? In most UK business, almost never. The cases where it does come up are overseas: a counterparty in China, Hong Kong or Taiwan expects a company chop, a bank in another country asks for a corporate seal on a form, or a board wants a certified copy to look official. Knowing where the law stops and the expectation starts saves money on an embosser nobody needs.

What the Companies Act 2006 changed

Section 44(1) of the Companies Act 2006 says a company executes a document in one of two ways: "by the affixing of its common seal, or" by signature. Section 44(2) describes the signature route. A document is validly executed if it is signed on the company's behalf by two authorised signatories, or by a director in the presence of a witness who attests the signature.

The common seal is therefore one option among two, not a requirement. A company with no seal can execute a deed, sign a contract and register charges without one. The provisions apply to companies across the UK, although Scotland and Northern Ireland have their own rules for some of the surrounding questions (more on that below).

The practical consequence is simple. If your articles of association mention a seal, follow them, because they are part of your own governance. But the statute does not oblige you to have one, and a missing seal does not invalidate anything.

Deed or contract: the distinction that matters

In England and Wales, the question people actually care about is whether a document is a deed. A deed matters because it has longer time limits and does not need consideration to be enforceable. Under section 1 of the Law of Property (Miscellaneous Provisions) Act 1989, an instrument is not a deed unless it makes clear on its face that it is intended to be one. The Act also states that an instrument executed under seal alone is not enough.

So the test is the document's wording and its execution, not the presence of an impression. A company that places a seal image on a contract has not made it a deed. A company that writes "This document is executed as a deed" and has it signed in the statutory way has made a deed, with no seal anywhere.

The time limit is where the difference shows up most. Section 8(1) of the Limitation Act 1980 gives twelve years for an action on a deed. Ordinary contract claims are generally six years under section 5. If a supplier or landlord is relying on a deed, the longer period can be the entire point, and the signing formalities deserve a lawyer's attention.

Where a UK company still uses a seal

The seal is optional, but it has not disappeared. These are the places it still appears in practice:

Documents for China, Hong Kong and Taiwan counterparties. Their registries and banks often expect a company chop. Your UK seal will not be the chop they recognise, and it is not a substitute for their requirements, but it is a courtesy that answers an expectation.
Board resolutions and certified copies. A company secretary certifying a copy of a resolution or the articles can add a seal as a visual attestation. The certification is what carries weight, not the seal.
Documents for overseas use. For a UK public document going abroad, the usual route is an apostille from the Foreign, Commonwealth and Development Office, which the UK issues under the Hague Apostille Convention. An apostille is what authenticates the document. Your company seal does not.
Ceremonial and institutional documents. Charities, clubs and some professional bodies use a seal on certificates and awards, where the point is presentation rather than legal effect.

If a counterparty asks for a seal, ask what they need it for. A signed deed or a certified copy will often do the job they actually want done.

Electronic execution

The Electronic Communications Act 2000 (section 7) makes electronic signatures admissible in legal proceedings. The Law Commission's 2019 report on electronic execution of documents (Law Com No 386) concluded that documents, including deeds, can be executed electronically, provided the statutory formalities are met. Those formalities are the important part: a deed still needs the right signatories, the right witnessing and proper delivery, and an electronic signature on a document does not satisfy them by itself.

For most UK businesses, this means you can sign contracts digitally with no seal at all. For deeds, use a process that records the signature, the witness and the delivery, and check that the witness requirements are met for the way you sign.

For a digital company seal, the same rule applies as for any image. A PNG of your seal is a picture. It shows that a seal was used, not who applied it or when, and it does not change a document's legal character. The distinction is set out in electronic seal vs. electronic signature and are image seals legally valid?.

Notaries and professional stamps

A notary public's seal belongs to an appointed notary. In England and Wales, notaries are regulated, and their seals are tied to their appointment. A chartered or licensed professional's stamp is tied to that professional's licence. Neither is a company seal, and neither can be created for someone else. If you need a notarised document, you need a notary.

The notary stamp template is for practice layouts, training and design mock-ups. It is not a tool for producing an operative notarial act.

What a UK company seal usually looks like

There is no prescribed design. Most UK company seals follow a simple layout:

The exact registered name of the company, including "Limited" or "Ltd", as it appears on the Companies House register.
The company number that Companies House issued. This is public, and it lets a reader check the company against the register.
A circular border, which is the familiar shape for a company seal.

For the rectangular companion stamp that often accompanies a certified copy, see the certified copy stamp template. For the layout and export steps, the online seal generator covers both round and rectangular designs.

Common mistakes

Believing Companies House requires a seal. It does not. Registration does not depend on one.
Dropping "Ltd" or "Limited" from the seal. Counterparties check the name against the register, and a mismatch raises the question you want to avoid.
Treating a seal image as the mark of a deed. A deed is a matter of wording and execution. The impression does not create one.
Assuming an apostille is a company document. It is issued by the government for a public document. Your seal cannot replace it.
Using a seal for a company you do not represent. Only create a seal for an organisation you are authorised to act for.

FAQ

Is a company seal required in the UK? No. Section 44 of the Companies Act 2006 lets a company execute documents by signature, without a common seal.

Does a UK company need a seal to sign a deed? No. A deed can be executed by two authorised signatories, or by a director with a witness, under section 44(2).

Does stamping a contract make it a deed? No. Section 1 of the Law of Property (Miscellaneous Provisions) Act 1989 requires the instrument to be intended as a deed on its face, validly executed and delivered.

Can I sign UK company documents electronically? Generally yes. Electronic signatures are admissible under the Electronic Communications Act 2000, and the Law Commission's 2019 report supports electronic execution, including deeds, if the formalities are met.

Does Scotland or Northern Ireland follow the same rules? The Companies Act 2006 applies across the UK, but the law of deeds and limitation periods differs in Scotland and Northern Ireland. If a document is governed by Scots or Northern Irish law, get advice from a lawyer in that jurisdiction.

How does this compare with seals in Asia? Very differently. In China, Japan and several Southeast Asian markets, the seal carries far more practical and sometimes legal weight. Company seals in Singapore and the US position show the range.

This article is general information, not legal advice. Company law and property law change, and the rules for deeds and limitation periods depend on the governing law of each document. Check current requirements with a qualified solicitor.

Comparing jurisdictions? Company seal requirements by country puts the UK next to other markets in one dated, sourced table.

Sources: Companies Act 2006, s. 44 · Law of Property (Miscellaneous Provisions) Act 1989, s. 1 · Limitation Act 1980, s. 8 · Electronic Communications Act 2000, s. 7 · Law Commission, Electronic Execution of Documents (Law Com No 386, 2019)