Do UK Companies Still Need a Company Seal (Common Seal)?

If you run a small company, you’ve probably come across the phrase “company seal” (sometimes called a “common seal”) at the exact moment you’re trying to sign something important - a lease, a bank document, or a deal that suddenly feels a bit more “official” than your usual day-to-day paperwork.

So, do you actually need a company seal in the UK in 2026?

In most cases, no - UK companies generally don’t need to have or use a company seal anymore. But there are still situations where using a seal is helpful, expected, or required under your own company rules or the process the other side is following.

Below, we’ll walk you through what a company seal is, what the law says today, when you might still want one, and what to do instead if you don’t have one.

What Is A Company Seal (Common Seal) In The UK?

A company seal (or common seal) is a physical stamp or embosser used to “execute” documents on behalf of a company. Traditionally, it was one of the main ways a company could prove that a document was genuinely authorised and binding.

In practice, a company seal usually includes:

• the company’s registered name
• often the company number
• sometimes the registered office address (optional)

Historically, the seal acted like the company’s “signature” - especially back when companies weren’t assumed to sign the same way individuals do.

These days, the seal is more about formality and evidencing authority than it is about legal validity (with a few exceptions we’ll cover).

If you want a deeper breakdown of what it is and how it’s used, a Company Seal is a useful concept to understand even if you don’t plan to buy one.

What Does UK Law Say About Company Seals Today?

The big change for most UK companies is that having a common seal is no longer a legal requirement.

Under the Companies Act 2006, a company can usually execute documents in a few different ways, including signing through authorised signatories - without needing to use a seal.

In plain terms:

• You don’t need a company seal just because you’re a limited company.
• A document can still be validly signed on behalf of a company without a seal, as long as it’s executed properly.
• The seal is optional, unless your own company rules (or the document you’re signing) make it mandatory.

This is why many modern startups and SMEs never buy a seal at all - they rely on proper signing arrangements instead.

That said, what matters is how you execute the document. If you’re unsure whether you’re signing a standard contract or something that needs to be executed as a deed, it’s worth understanding the execution rules upfront - especially for higher-value agreements. The practical guide on Executing Contracts is helpful here.

When Might A UK Company Still Need Or Want A Company Seal?

Even though seals are largely “old-school”, there are still real-world situations where people go looking for a company seal in the UK - because counterparties and processes sometimes still ask for one.

Here are the most common scenarios where a seal might still matter.

1) Your Articles Of Association Require It

Your company’s internal rulebook (your Articles of Association) may say that certain documents must be sealed, or that a seal must be used in certain circumstances.

For many small companies, the standard template articles don’t insist on a seal - but not every company uses the standard template, and older companies often have bespoke wording.

Action point: check your Company Constitution (your articles) before you assume a seal is unnecessary.

2) You’re Signing Certain Overseas Documents

One of the most common reasons UK businesses still keep a seal is because certain overseas counterparties (or foreign registries, banks, notaries, or government bodies) expect a seal as part of their local process.

Even if UK law doesn’t require it, the other side might refuse to accept the document without one - or it might slow down their internal approvals.

In those cases, using a seal can be a practical “keep things moving” solution.

3) You’re Dealing With High-Formality Transactions (Property, Finance, Corporate)

Some transactions carry a level of formality where the counterparty (or their lawyers) strongly prefer execution via:

• a deed
• two authorised signatories
• or (less commonly) the company seal

Examples can include commercial leases, certain lending/security documents, and corporate restructures.

It’s not that the seal is always legally required - it’s that it’s sometimes seen as a “belt and braces” method for proving authority and avoiding disputes later.

4) Internal Governance And Delegated Authority

If your business has multiple directors, shareholders, or managers, you might use the seal as part of a controlled internal process (for example: the seal is held by the company secretary or finance lead, and only used when the board approves).

This can be useful where:

• you want a clear audit trail
• you’re worried about someone signing documents without proper approval
• you regularly sign documents that “feel” formal and high risk

That said, you can achieve similar protection with governance documents and approval processes - for example, written board approvals and signature policies.

If You Don’t Use A Seal, How Can You Sign Documents Properly?

This is the part that matters day-to-day: if you don’t have a company seal, you still need to make sure your documents are executed in a way that’s legally effective.

For most small businesses, execution usually falls into two buckets:

• standard contracts (most commercial agreements)
• deeds (a more formal type of document, often used for property and certain guarantees)

Exactly what’s required can vary depending on what the document says, what the law requires, and what your internal governance says. But these are common approaches.

Option 1: Sign Under Normal Contract Rules

Most commercial contracts don’t need to be executed as a deed. They can often be signed by an authorised person on behalf of the company.

Practically, this looks like:

• one director signs (if they have authority), or
• another authorised signatory signs under delegated authority, or
• signing via an electronic signature platform (if appropriate)

What you want to avoid is a situation where someone signs who isn’t authorised, because that can lead to disputes internally (and sometimes externally) about whether the company is bound.

If you’re working out whether you have a binding agreement in the first place, it helps to understand the basics of Legally Binding Contracts - because “signature” is important, but it’s not the only ingredient.

Option 2: Execute As A Deed (Often Used Instead Of Sealing)

Where a document needs to be executed as a deed, the signing requirements are stricter. Deeds are commonly used for things like:

• property transactions and leases (some leases must be by deed depending on their term and the type of interest being granted)
• powers of attorney
• certain guarantees and indemnities
• some settlement arrangements

Instead of using the company seal, many UK companies execute deeds using:

• two authorised signatories (often two directors, or a director + company secretary), or
• one director signing in the presence of a witness who also signs

This is where businesses often trip up: they assume a witness is always required, or they use a witness who may be challenged (for example, someone with a close connection to the signatory). While the law doesn’t always spell out “independence” as a strict requirement, using an impartial adult witness is usually the safest approach.

If you’re not sure who can witness, the guide on Witnessing Signatures is a good starting point.

Option 3: Use Board Resolutions To Evidence Authority

If you’re signing something significant, it’s common (and smart) to also document the internal approval - especially if your shareholders or other directors may want proof later that the contract was authorised.

This might include:

• a board meeting approving the transaction
• a written directors’ resolution
• clear delegations of signing authority

For many SMEs, having a simple written resolution can prevent confusion and reduce internal risk. A Directors Resolution can also help if a bank, investor, or counterparty asks you to prove that the signatory had authority.

Should Your Small Business Get A Company Seal In The UK?

There’s no one-size-fits-all answer, but you can usually decide based on how your business operates and what you sign.

Company Seal UK: When It’s Usually Worth It

It may be worth getting a company seal if:

• you regularly sign high-value contracts and want an extra layer of formality
• you deal with overseas counterparties who expect sealing
• your Articles of Association require it
• you have a governance model where controlling a seal helps reduce unauthorised signing risk

In these cases, the seal is often less about legal necessity and more about operational convenience and credibility.

When You Can Usually Skip It

You may not need a seal if:

• you’re a typical owner-managed company signing standard supplier/customer agreements
• you use modern signing processes (e-signatures, clear signatory rules)
• you rarely execute deeds, or you can execute deeds through directors/witnessing
• your Articles of Association don’t mention a seal

For many startups and small service businesses, skipping the seal is completely normal.

A Practical Middle Ground For SMEs

Lots of small businesses land somewhere in the middle: they don’t keep a seal for everyday operations, but they’ll order one later if they hit a transaction where it’s genuinely useful.

If you’re taking that approach, just make sure you’re not leaving execution to chance. Having clear signing processes, and understanding Legal Signature Requirements, is what keeps you protected from day one.

Key Takeaways

• In most cases, a company seal in the UK is no longer legally required, because the Companies Act 2006 allows companies to execute documents without a seal.
• You might still need or want a common seal if your Articles of Association require it, or if an overseas counterparty expects it as part of their process.
• Many contracts can be signed normally by an authorised signatory, but deeds often require extra formality (for example, two authorised signatories or one director with a witness).
• If you don’t use a seal, focus on doing execution properly - especially where witnessing is required - because mistakes can create enforceability issues and delays.
• Strong internal approvals (like directors’ resolutions and clear signing authority) can reduce risk and help prove the document was properly authorised.
• If you’re unsure whether a document should be executed as a deed, or who should sign, getting tailored legal advice can save you a lot of time (and potential disputes) later.

If you’d like help reviewing how your company signs contracts, updating your internal approvals, or making sure a document has been executed correctly, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.