E-signatures · Glossary
What is a common seal?
A common seal is a company's official stamp, carrying its name and its Australian Company Number, used to execute documents in the company's name. Under the Corporations Act 2001 an Australian company may have one but does not need one, because it can execute documents, including deeds, by the signatures of its officers.
Seals are a leftover from a time when a company could only act by impressing its mark in wax or paper. They still appear in constitutions, older precedents and some registry forms, which is why people still ask whether a company needs one before signing a contract.
Indunil Asanka · Co-founder
4 min read · Published
| Method | Who signs | Seal needed |
|---|---|---|
| Section 127(1) | Two directors | No |
| Section 127(1) | A director and the company secretary | No |
| Section 127(1) | The sole director of a proprietary company, who is also sole secretary or there is no secretary | No |
| Section 127(2) | Two directors, a director and secretary, or a sole director, witnessing the fixing of the seal | Yes, fixed to the document |
| Section 126 | An agent or attorney with the company's authority | No, under the authority given |
What the law requires of a seal
Section 123 of the Corporations Act says a company may have a common seal, and if it does, the seal must show the company's name and its Australian Company Number. A company with a seal can execute a document by fixing the seal and having the fixing witnessed by two directors, a director and the company secretary, or, for a proprietary company with a sole director who is also sole secretary or has no secretary, that director. Landgate's guide to signing by a corporation sets out the same combinations and notes that one person cannot witness in two capacities unless they hold both offices alone.
Signing without a seal
Section 127(1) allows the same officers to execute a document by signing it, with no seal at all, and the company can execute a deed this way as long as the document is expressed to be executed as a deed. Whether to keep a seal at all is a choice the company and its constitution make. The practical advantage of following section 127, with or without a seal, is section 129: people dealing with the company are entitled to assume a document executed that way was duly executed, so they do not need to check board minutes behind it.
Electronic signing by companies
Section 110A of the Corporations Act, headed technology neutral signing, now lets documents under the Act, including section 127 executions, be signed by electronic means, so two directors can each sign the same PDF from different places. Some registries and counterparties still set their own rules. Land titles offices, for example, may require particular verification of identity or electronic lodgement through their own systems, so a document going to a registry should follow the registry's requirements rather than relying on section 127 alone.
Common mistakes
Using a seal and a signature block that do not match, such as a seal witnessed by one director only. Having the same person sign twice as director and secretary when they do not hold both offices alone. Fixing a seal that shows an old company name or the wrong number. Treating a rubber stamp of the logo as a common seal. And forgetting to state on the signature page that the document is executed under section 127, which is what lets the other side rely on the section 129 assumptions.
Executing for a company in the e-sign tool
There is no seal field. The ten field types are signature, initials, date signed, name, email, title, company, text, checkbox and a signature block, and the signature block offers four lines only: name, title, company and date. To execute under section 127, add each officer as a separate recipient with their own signature block, use the title line for director or secretary, and keep the execution wording, such as executed by Ironbark Holdings Pty Ltd in accordance with section 127 of the Corporations Act 2001, as text in the document above the blocks. Turn on Sign in order if the counterparty should sign only after both officers have.
Questions people ask
Does a company need a common seal in Australia?
No. Section 123 of the Corporations Act makes a seal optional rather than required. A company can execute any document, including a deed, by the signatures of its officers under section 127. Check the company's constitution, which can still require a seal for some documents.
What must be on a company seal?
Under section 123 the seal must show the company's name and the expression Australian Company Number, or the abbreviation ACN, followed by the nine digit number. Landgate also notes the identifier in the seal should match the identifier that first appears in the document. A seal missing these details does not meet the Act.
Can a company seal be used electronically?
Not in any meaningful way, because a seal is a physical impression fixed to paper. Companies signing electronically use section 127 signatures instead, which the Act allows by electronic means. A scanned image of a seal on a PDF adds nothing legally and can confuse the other side about how the document was executed.
Can one director sign alone for a company?
Only in a proprietary company with a sole director who is also the sole secretary or where there is no secretary, under section 127. In any other company one director signing alone is not a section 127 execution, so the other party cannot rely on the section 129 assumption without checking the director's authority.
Is a common seal the same as an electronic seal?
No. A common seal is a company's physical stamp under Australian company law, used as one way to execute documents. An electronic seal is an EU eIDAS concept, a cryptographic mark created by an organisation to prove a digital file's origin and integrity. They share a name and little else.
Make one with e-signatures
The button opens the generator with this use case already described. Change the wording to match your own.
Send a document for signingRelated questions
- What does fully executed mean?Fully executed means every party required to sign a contract has signed it. How it differs from signed and effective, and what proves it in e-signing.
- What is an electronic seal?An electronic seal is data an organisation attaches to a file to prove its origin and integrity under eIDAS. Seal against signature, and the three levels.
- What is a certificate authority?A certificate authority issues and revokes the certificates that sign PDFs and secure websites. Root and intermediate CAs, trust lists, and unknown validity.
- What is an execution block in a contract?An execution block is the signing section at the end of a contract or deed: wording that shows who signs and on what authority. Company and deed forms compared.
Step by step in the builder: Add e-signatures with multiple signers.
Written and checked by the OneCraft team. Last checked .