The common seal rules for Indian companies changed significantly with the Companies (Amendment) Act, 2015. Here's what the law actually says today.
What did the Companies Act originally require?
Under the original Companies Act, 2013, several sections referred to documents being executed "under the common seal of the company" — making a common seal effectively mandatory for formal instruments like share certificates and debentures.
What changed in 2015?
The Companies (Amendment) Act, 2015 amended these sections to read "under authorisation" instead of "under common seal," making the common seal optional for every company. Companies could choose to retain one only if their Articles of Association (AOA) required it.
Which sections are affected?
Key sections impacted include provisions on share certificates, execution of documents by companies (including through attorneys), and authentication of documents — all of which now allow authorisation without a common seal.
Do I need to update my AOA?
If your AOA still mandates a common seal and you'd prefer not to use one, you may need to amend your AOA through a board and shareholder resolution. Most newly incorporated companies now draft AOAs without a mandatory common seal clause.
What should a compliant company keep instead?
Most companies today rely on board resolutions and authorised signatory stamps for document execution, keeping a common seal only as an optional formality.
See our common seal options if your AOA still requires one, or explore rubber stamp sets for day-to-day use.