Does a company still need a common seal to execute documents in India?

Question

Our old articles mention a common seal and I want to know if my company is still legally required to have one. I have been reading conflicting things online and I would like to understand what Indian law actually says about this, which Act and Section applies, what the realistic timelines and costs are, and what I should be doing right now to protect my position. If the matter can be resolved without litigation I would prefer that route, but I want to know what my rights are before I agree to anything or sign any document.

MyVakeel Legal Desk · Accepted Answer

Does a company still need a common seal to execute documents in India? is governed in India primarily by Companies Act 2013, Section 22, Companies (Amendment) Act 2015, Section 6 and Companies Act 2013, Section 46. The short answer is set out below, followed by the practical steps most people in this situation need to take. Read it alongside the specific provisions named, because the exact relief available to you turns on the facts you can prove on paper.

The Companies (Amendment) Act 2015 amended Section 9 and related provisions to make the common seal optional, removing the earlier mandatory requirement for companies to have one.

Section 22 permits a company to execute documents such as power of attorney either under its common seal, if it has one, or through authorised signatories where no seal exists.

Section 46 requires a share certificate to be issued under the common seal, if the company has one, or signed by two directors and the company secretary where no seal is adopted.

Companies that choose not to have a common seal must ensure their articles are correspondingly amended to remove seal-specific execution clauses to avoid inconsistency.

Where a company still uses a common seal, its use must be authorised by board resolution and recorded in the register of common seal impressions as an internal governance practice.

What to do next: 1) Check whether your articles still mandate use of a common seal; 2) Amend the articles to make the seal optional if the company wishes to stop using one; 3) Ensure share certificates and deeds are signed by authorised signatories if no seal is used; 4) Maintain a seal register if the company continues to use a common seal.

If the other side has already issued a notice, filed a case or set a deadline, treat the matter as time-sensitive — most remedies under Companies Act 2013, Section 22 carry limitation periods, and a delay you cannot explain weakens an otherwise strong case. You can post the details on the MyVakeel forum for a practising advocate to review, or book a paid consultation with a Bar Council verified lawyer in this practice area.