As a business owner in Ireland, it’s important to know that the Companies Act 2014 outline specific rules around the company seal. According to the Act, only the directors or a committee authorised by the directors may use the seal. There needs to be permission from the directors to use the seal.
Additionally, every time the seal is used, it must be signed by a director or other authorised person and countersigned by the company secretary or another authorised individual. This may seem like a small detail, but it’s an important step to ensure that the seal is used properly and compliant with regulations.
This is where the benefits of company secretary services come into play; ensuring that such regulatory nuances are adhered to without fail, bringing peace of mind and allowing for a focus on broader business strategies without getting bogged down in administrative details.
The company seal, sometimes called a corporate seal, is a tool used to stamp or emboss your company's important documents in order to show the document is certified by, and agreed upon by, the Board of Directors of the company.
This company stamp contains the company’s name, its year of incorporation and the state in which the company was filed. Think of the corporate seal as the official signature of your company.
Any company may adopt a company seal, change it as it sees fit and use it as needed by affixing, impressing or reproducing it onto documents. This decision is usually made in the organizational meeting called by the initial director of the company; this meeting is normally held as soon as possible after the company is incorporated.
Once this meeting is held and the proper documents are signed, sealed and placed in the minutes book, the corporation or LLC possesses the authority to conduct the day-to-day operations of the business.
One of the first orders of business in this meeting is the issuing of stock (for a corporation) or the issuing of membership certificates (for an LLC). The company seal can be used to stamp the stock or membership certificates in tandem with the signature of the president.
This is important because the certificates and the Board of Directors' resolution authorizing the issuance of the certificates are the evidence that prove ownership in the business entity.
LLCs often use the digital corporate seal on the Operating Agreement, membership certificates, banking resolutions, invoices, receipts, et al. Corporations can use their corporate seal on their bylaws, stock certificates, and meeting minutes to make them official.
Be sure the stock certificates are properly stamped and signed by the president, as this can make it harder for someone to claim ownership with fraudulent certificates, which does happen from time to time.
Do you need a company seal? While the use of company seals has diminished, some businesses still choose to have them for ceremonial or traditional purposes. Harvard Business Services, Inc. offers a free digital seal to all new Delaware corporations and LLCs we form on behalf of our clients. For more information on obtaining a physical company seal, or to order additional seals for you company, contact Harvard Business Services, Inc. via phone (800-345-2677) or live chat.
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