A seal is the corporate signature of an organisation. It is usually referred to as a ‘common seal’, meaning it represents a whole company ‘in common’, rather than any individual committee member, director or agent.
A common seal can be used to signify the company or association’s authority or approval of a certain action, such as signing a legal document, or authenticating an award or certificate. It might also be used as the emblem or symbol of an organisation.
Recent changes in some legislation mean that having a common seal is no longer a legal requirement, and can be replaced by the signatures of certain office holders. However, many societies choose to continue having a seal. They may do so because:
- They err on the side of safety because they aren’t sure whether they need to do so
- They already have a seal, and want to continue using it
- Their seal has a distinctive design and is also used as the emblem of the Society (much as the RAHS does)
- They want to maintain the historical tradition of using seals
- They find that other organisations still prefer or require documents to be sealed, especially when dealing with interstateor overseas bodies.
- Third parties can feel assured that a sealed document has been validly executed.
The main arguments against continuing to use a seal are:
- Some laws no longer require it
- A seal, especially if of a simple design (such as bought from a stationer), can be easily forged or copied
- The seal was made a long time ago, and legal requirements for the inscription on a seal change may have changed since then (e.g. since 1988, a seal inscription may need to include an ACN)
- A seal (either a rubber stamp or a metal matrix) can be easily lost or stolen if insufficient care is taken with its custody
- Office bearers authorised to witness a document being sealed should all be physically present at the sealing, and this can be difficult to arrange
- A seal seems old-fashioned and not innovative
Current provisions in RAHS Constitution or Regulations
None *** DATE TBC
Model Company Rules
Clause 46 Execution of Documents
The company may execute a document without using a common seal if the document is signed by (a) two directors of the company, or (b) a director and the secretary.
Corporations Act 2001, section 123 – Company may have common seal
(1) A company may have a common seal. If a company does have a common seal, the company must set out on it:
(a) for a company that has its ACN in its name–the company’s name; or
(b) otherwise–the company’s name and either:
(i) the expression “Australian Company Number” and the company’s ACN; or
(ii) if the last 9 digits of the company’s ABN are the same, and in the same order, as the last 9 digits of its ACN–the expression “Australian Business Number” and the company’s ABN.
Note: section 149 of the Act lists the abbreviations that may be used on the seal.
Clause 46 Common Seal, and execution of documents
46.1 The Society will keep a common seal, which will be inscribed with such words as required by the Act, with the Society’s motto, and with any other words or graphic devices the Council determines.
46.2 The common seal will only be fixed to an instrument with the authority of the Council and witnessed by the signature of one member of the Executive Committee and the secretary.
46.3 The common seal must be kept in the custody of the secretary.
46.4 The Honours Committee may prepare by-laws, for consideration by the Council, for the safe custody, display, design, uses or any other matter, other than those prescribed in sub-clauses 1, 2 and 3, relating to the common seal.