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Seal

company, person, common, official, deed and territory

SEAL. An impression in wax, or other soft substance, made by an engraved stamp. Also the engraved stamp itself. At one time the seal was usually attached to the docu ment by a strip of parchment or a cord. As deeds now require to be signed by the parties thereto, the use of the seal has become a mere formality and a simple wafer is fre quently used, as in transfers of shares and stocks, instead of an impression in wax.

The letters L.S. inside a circle, thus which are seen on transfer forms, stand for locus sigilli, and mean the place of the seal. They do not, however, act instead of a seal, or wafer.

The seal of a company is called its common seal. Every limited company " shall have its name engraven in legible characters on its seal." If any director, manager, or officer of a limited company, or any person on its behalf, uses or authorises the use of any seal purporting to be a seal of the company, whereon its name is not engraven as aforesaid, he shall be liable to a fine not exceeding fifty pounds. (See Section 63 of the Companies (Consolidation) Act, 1908, under heading NAME OF COMPANY.) The seal of a company is usually affixed in the presence of two directors, who sign the docu ment, which is also countersigned by the secretary or such other person as the directors may appoint for the purpose. A record is kept of each document which is sealed, the entry being initialled by the persons who witnessed the affixing of the seal. The seal is usually kept in a box or case secured by two locks, the keys of which are held by different persons.

Sections 78 and 79 of the Companies (Consolidation) Act, 1908, give powers to a company to empower any person, as its attorney, to execute deeds abroad and to have an official seal for use abroad : " 78. A company may, by writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the United Kingdom ; and every deed signed by such attorney, on behalf of the company, and under his seal, shall bind the company, and have the same effect as if it were under its common seal.

" 79. (1 I A company whose objects require or comprise the transaction of busi ness in foreign countries may, if authorised by its articles, have for use in any territory, district, or place not situate in the United Kingdom, an official seal, which shall be a facsimile of the common seal of the company, with the addition on its face of the name of every territory, district, or place where it is to he used.

- (2) A company having such an official seal may, by writing under its common seal, authorise any person appointed for the purpose in any territory, district, or place not situate in the United Kingdom, to affix the same to any deed or other docu ment to which the company is party in that territory, district, or place.

" (3) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument confer ring the authority, or if no period is there mentioned, then until notice of the revocation or determination of the agent's authority has been given to the person dealing with him.

" (4) The person affixing any such official seal shall, by writing under his hand, on the deed or other document to which the seal is affixed, certify the date and place of affixing the same.

" (5) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company.'' Section 117 provides for the authentication of documents : " A document or proceeding requiring authentication by a company may be signed by a director, secretary, or other authorised officer of the company, and need not be under its common seal." (See COMPANIES.)