This article is for Irish company directors, secretaries, and business owners who are confused about whether they need a company seal in 2025.If you're wondering whether your company legally requires a seal, how to execute documents without one, or what to do if your old constitution mentions seals, this guide covers the modern rules under the Companies Act 2014, alternative execution methods, and when you might still want a seal for international transactions.
Key Takeaways
- Irish companies no longer need company seals under the Companies Act 2014; seals are entirely optional.
- Documents can be validly executed by two directors' signatures or one director and secretary signing together.
- Most new Irish companies don't obtain seals as they're unnecessary for modern business operations and compliance.
- Only consider getting a seal if you operate internationally in jurisdictions expecting traditional sealed documents.
- Electronic signatures are legally valid for Irish company documents, making execution simpler without physical seals.

What Is a Company Seal?
A company seal is a physical embossing device that imprints the company's name onto documents as authentication.
Traditional seals looked like metal stamps that pressed the company name into wax or paper, creating a raised impression.
The seal historically served as the company's official signature before modern authentication methods existed.
Think of it as the corporate equivalent of a personal signature or a notary's stamp validating document authenticity.
Do Irish Companies Need Seals Anymore?
No, the Companies Act 2014 abolished the mandatory requirement for companies to have or use seals.
Section 41 makes seals entirely optional, allowing companies to choose whether to have one based on their preferences. This represents a major change from the Companies Act 1963, which required every company to have a seal.
Most newly incorporated Irish companies don't bother obtaining seals because they're unnecessary for modern business operations.
The Companies Act 1963 required every company to have a common seal under Section 114 of that Act. Documents had to be sealed and signed by authorized persons to be validly executed as deeds or certain contracts.
The Companies Act 2014 modernized Irish company law by removing this requirement and providing alternative execution methods. Section 41 now states that a company "may" have a seal rather than "must" have one, making the change explicit.

How Do You Execute Documents Without a Seal?
Section 41 provides that documents can be validly executed by signature of authorized persons without any seal.
The typical execution method involves two directors signing the document on behalf of the company, one director and the secretary signing together and authorized signatories as specified in the constitution or board resolutions.
The signatures alone bind the company without needing any physical seal impression on the document. This mirrors how individuals sign contracts - your signature alone binds you without needing a personal seal.
When Might You Still Want a Seal?
Some older contracts or international transactions specifically reference execution "under seal" in their requirements.
Certain jurisdictions outside Ireland may still expect sealed documents, particularly in:
- Property transactions in some Commonwealth countries
- International banking where traditional formalities persist
- Government contracts referencing older procurement rules
- Formal deeds where parties specifically request sealed execution
Having a seal available provides flexibility when counterparties or legacy contracts demand traditional formalities.
What If Your Constitution Mentions a Seal?
Many company constitutions adopted before 2014 contain provisions about maintaining and using the company seal.
These provisions remain valid but don't create legal obligations to actually have or use a seal.
Section 41 overrides constitutional provisions that would make seals mandatory, rendering them permissive rather than compulsory.
Companies can operate perfectly legally by ignoring seal provisions in their constitutions and using signatures instead.
How Should Documents Reference Execution?
Modern document execution clauses typically state: "Executed by [Company Name] acting by its authorized signatories."
This wording avoids any reference to seals while clearly showing the company's binding execution.
Old-fashioned clauses stating "sealed with the common seal" can be replaced with simple signature blocks.
What About Electronic Documents?
Electronic signatures are generally valid for Irish company documents under the Electronic Commerce Act 2000.
Companies without physical seals particularly benefit from electronic execution since there's nothing physical to emboss anyway.
Common electronic signature platforms like DocuSign or Adobe Sign allow:
- Remote execution without physical meetings
- Multiple signatory coordination across locations
- Audit trails showing who signed when
- Legally binding execution equivalent to wet signatures
The absence of a seal requirement makes electronic execution simpler since there's no physical authentication to digitize.
Can You Still Get a Company Seal?
Yes, companies can obtain seals if they want them, though few modern companies bother. Seals are available from office supply companies offering basic embossing stamps and specialized seal manufacturers creating formal company seals. A basic seal costs €30-50, though formal brass seals can cost several hundred euros.
Companies that choose to use seals should establish clear procedures for when and how the seal is applied. Typical seal usage procedures include:
- Board authorization for each sealing through resolution
- Dual signature requirement with seal impression
- Register of sealings recording every use
- Physical custody by company secretary or designated person
- Minute recording showing board approval for each sealing
These procedures ensure that seal use reflects genuine company authority rather than unauthorized actions.
Do Different Documents Need Different Treatment?
All documents can be executed the same way - through authorized signatures without seals.
The document type doesn't change execution requirements:
- Contracts bind through signature alone
- Deeds no longer require sealing in Ireland
- Powers of attorney can be executed by signature
- Share certificates don't need seal impressions
This uniformity simplifies corporate administration compared to older rules with different requirements for different document types.
What About Share Certificates?
Section 107 requires companies to issue share certificates but doesn't mandate seal impressions on them.
Modern share certificates typically show:
- Company name and registration number
- Shareholder name and address
- Number and class of shares
- Date of issue
- Director signatures instead of seal
The signatures authenticate the certificate without needing any physical seal impression.
What Happens If You Seal Documents Incorrectly?
Improperly sealed documents may be invalid if the company's procedures weren't followed or unauthorized persons applied the seal.
However, Section 41 provides that signatures alone suffice, so incorrectly sealed documents might still be valid through signature execution.
Companies using seals must maintain rigorous procedures to ensure validity.
Should New Companies Get Seals?
Most new Irish companies don't need seals and shouldn't waste money obtaining them.
The only reasons to consider getting a seal are:
- Specific business requirements in traditional industries
- International operations in jurisdictions expecting seals
- Personal preference for traditional corporate formalities
- Constitutional requirements in older constitutions (though not legally necessary)
The default position for modern Irish companies is operating without seals using signature-only execution.

Stuart Connolly is a corporate barrister in Ireland and the UK since 2012.
He spent over a decade at Ireland's top law firms including Arthur Cox & William Fry.


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