Quick facts
- Before 2015: several sections required documents "under the common seal".
- Since 2015: "under authorisation" instead; the seal is optional.
- Still needed if: the Company's AOA requires one.
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.
Frequently asked questions
Is a Common Seal mandatory under the Companies Act, 2013?
No. The Companies (Amendment) Act, 2015 made the Common Seal optional for every Company unless its Articles of Association require one.
What should a Company use instead of a Common Seal?
Board resolutions and signatures of authorised directors, with the Company's Rubber Stamps on day-to-day documents.
Do I need to amend my AOA to stop using a seal?
If your AOA still mandates a Common Seal, you may need to amend it by special resolution. Most newly incorporated Companies' AOAs no longer make it compulsory.
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