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

Our old articles mention a common seal and I want to know if my company is still legally required to have one. I would rather settle this without going to court if the law allows it, but I need to know my rights before I sign anything. Please tell me what to do first and what document to keep.

Under Indian law, Companies Act 2013, Section 22 is the starting point for this corporate law question. What follows is the position in substance, together with the steps that usually make the difference in practice.

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.

Practical steps: 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 — remedies under Companies Act 2013, Section 22 carry limitation periods, and unexplained delay 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 corporate law.

Disclaimer: This information is for general awareness and does not constitute legal advice. Statutes and their interpretation change, and outcomes depend on the facts of your case. Please consult a qualified advocate before acting on it.