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Prior to the amendment, Section 9 of the Companies Act, 2013 stated that “From the date of incorporation mentioned in the certificate of incorporation, such subscribers to the memorandum and all other persons, as may, from time to time, become members of the company, shall be a body corporate by the name contained in the memorandum, capable of exercising all the functions of an incorporated company under this Act and having perpetual succession and a Common Seal, with power to acquire, hold and dispose of property, both movable and immovable, tangible and intangible, to contract and to sue and be sued, by the said name.” When the 2013 Act was promulgated, the Common Seal was mandatory but The Companies (Amendment) Act, 2015 made it optional.

The 1956 Act’s language was such that Common Seal was mandatory to be adopted by the Company.


Date: Should a Company opt for a Common Seal?Ĭommon Seal has not been defined anywhere in the Companies Act, 2013 nor was it defined in the erstwhile Companies Act, 1956.īut through references in various sections and the Articles of Association of the Companies Act and as per Secretarial Standards issued by the Institute of Company Secretaries of India, the Common Seal and its application, safe-keeping etc.
