Do I Need a Company Seal in New Zealand?

You may have encountered companies with a seal throughout business negotiations or whilst dealing with other commercial entities. These encounters may have led you to question whether your New Zealand company needs one. This article will detail what a company seal is and whether you require these seals in New Zealand.

What Is a Company Seal?

A company seal is an ink or rubber stamp used to seal formal documents. They indicate that a company and the company’s directors approve the contents of the document. These stamps tend to create a round-shaped seal. It is the equivalent of, or used alongside, a signature. They are also termed a common seal, a common seal stamp or a corporate seal. 

If you are looking to get an official seal for your company, some online businesses in New Zealand can do this for your corporation. As stationery, this cost can likely come under a business expense claim. 

Are Company Seals Required in New Zealand?

Historically, company seals were a necessary part of the contract-making process for all companies and corporations. For example, if a company entered into a deed, they had to seal it. This is why deeds are also known as a contract under seal. 

However, due to the Companies Act 1993, company seals are no longer a requirement in New Zealand. Therefore, there are no guidelines for companies that want to use it. If a company chooses to have one, it has no significance. Other countries and foreign companies still require seals on certain documents, such as share certificates. 

Therefore, there is no requirement for your company to have a seal. 

Whether you use a seal will depend on the personal preference of your company’s directors. As there are no longer any guidelines for what a company seal should contain, this decision is also up to your company’s directors. However, seals usually include the company number.

However, other corporations that do not classify as a company in New Zealand must have a common seal to execute and attach to important contracts. These corporations are:

• territorial authorities; 
• incorporated societies; and
• charitable trust boards. 

A common seal will usually be a rubber stamp, containing the phrase ‘common seal’ and the name of the authority, society or board. 

Executing Documents With or Without a Company Seal

Regardless of whether you have a company seal, there are still specific criteria that you have to follow when executing a deed as a company. 

You will also need to execute the deed in a particular manner. It must be signed by:

• two or more directors of the company; 
• (if there is one director), the sole director whose signature is witnessed by an individual who is not a witness to the deed; 
• (if the constitution of the company provides) a director, or a person or class of persons whose signature is witnessed. A class of persons will usually be someone of some specified position in the company; or
• one or more attorneys appointed by the company, or the company’s legal representative. 

You may affix a common seal on a document alongside one of these types of signatures. A seal does not replace this necessary process for executing deeds.

Key Takeaways

Historically, company seals were a necessary part of the contract-making process. However, it is no longer a requirement for companies to use company seals. Other forms of corporations, such as charitable trust boards, are still required to have a common seal to attach to important contracts and indicate its intention to be bound. 

You may still have a company seal if your directors elect to do so. As no significance is attached to a seal’s use, it is vital that your company follows the correct procedures when it enters into a deed. 

If you are unsure about the execution requirements for a deed or contract, get in touch with LegalVision’s contract lawyers on 0800 005 570 or complete the form on this page. 

FAQs