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Common seal

Preeti Gandhi (Company Secretary) (90 Points)

18 June 2010

Can common seal of a Company be moved outside India? Thanks

Preeti Gandhi

Company Secretary

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18 Replies

Renu Goel (Company Secretary) (207 Points)
Replied 18 June 2010

According to Section 50 if a compay's objects require or comprise the transaction of business outside india, if authorised by articles can have an official seal which will be a fascmile of commone seal to be used outside india and also a person will be authorised to use such a seal in writing under the common seal of the company.

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Kalpesh Chauhan, (Tax Assistant (Accounting Technician CA FINAL CS PROF. PROG. B.Com)) (8310 Points)
Replied 18 June 2010

Agree with Renu

Preeti Gandhi (Company Secretary) (90 Points)
Replied 18 June 2010

The Company intends to hold a board meeting abroad for issue of share certificates. As common seal has to be affixed on the share certificates .Can it be moved for this purpose?

Preeti Gandhi

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 June 2010

Yes as per my understanding it can be moved as there is no restriction placed by law. However please check your articles for any contrary clause.

Wait for other expert opinions.

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 18 June 2010

Yes...it can be moved.. there is no such restriction as much as i know...

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(Guest)

No, the Common seal cannot moved, Look at the language of the Law…

It says that facsimile of the Common Seal and not the Common seal.

So, U can not move it outside India. U can only send the Duplicate or alike Common seal to outside India and such words like “Duplicate” OR other words should be written over that, so u can Identify the difference between Original and facsimile Common seal.

(Guest)

yes

RAKESH (Almost CA) (2199 Points)
Replied 19 June 2010

it can be moved .

Prakashkumar Patel (Proprietor) (34 Points)
Replied 19 June 2010

A compay whose objects require or comprise the transaction of business outside india may, if authorised by articles, have for use in any territory, district or place not situate in India an official seal which will be a fascmile of common seal of the company, with addition on its face of the name of the territory, district or place where it is to be used.

A company having an official seal for use in any such territory, district or place may, by writing under its common seal, authorise any person appointed for the purpose in that territory, district or place to affix the official seal to deed or document.

The person affixing any such official seal shall , by writing under his hand, certify on the deed or any other documents to which the seal is affixed , the date on which and the place at which, it is affixed.

Check point:

1. Articles authorise the company to have its seal abroad. If not alter the Articles suitably

2. Ensure that the Objects of the company covers transacting of the business outside India. If not it requires necessary alteration in the object clause

3. Prepare the official seal. It should be facsimile (i.e. exact copy) of the common seal. In addition the name of the territory, district or place where it is to be used shall be engraved thereon. And mind no need to mention "Duplicate" or "Copy"

4. Adopt the seal referred above as official seal by passing resolution in the Board Meeting of the company. Record and authenticate its impression

5. Authorise a person to use the seal referred above in any such territory, district or place, to affix the seal to any deed or other documents.

Prakashkumar Patel

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 19 June 2010

Originally posted by : Ankur Shah (PCS)
	No, the Common seal cannot moved, Look at the language of the Law… It says that facsimile of the Common Seal and not the Common seal. So, U can not move it outside India. U can only send the Duplicate or alike Common seal to outside India and such words like “Duplicate” OR other words should be written over that, so u can Identify the difference between Original and facsimile Common seal.

Hello Sir...

U mean to say, the common seal in use can only be one & if more than one, then it should specifically be mentioned "DUPLICATE" ?

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CS Sanjeev Shah (Self Employed) (66 Points)
Replied 19 June 2010

Kindly refer provisions of Section 50 of the Companies Act which gives Power to the Company to have its Official Seal for use Outside India.

Procedure and points to be kept in mind :

1) Whether Articles authorises the Company to do so else Articles need to be altered suitably so as to enable the Company to have its Official Seal for use Outside India.

2) Ensure the Objects of the Company cover the transacting of business outside India. Otherwise there will be a need to alter Objects suitably.

3) Prepare the Official Seal. Note that it should be a facsimile i.e. exact copy of the Common Seal. Further in addition the name of the territory, district or place where it is to be used shall be engraved thereon.

4) Adopt the said seal as the Official Seal of the Company by passing appropriate Board Resolution.

5) Authorise a person in the territory, district or place to affix the Official Seal to any deed or documents to which the Company is a party in the said area by passing appropriate Board Resolution. Further, in addition to the BR, such authority shall be given by executing a Power of Attorney on stamp paper of the requisite value as required by the Stamp Act of the State in which it is to be executed.

6) While affixing the Official Seal, the authorised person shall, by writing under his hand, certify the deed/document to which the seal is affixed, date on which and the place at which it is affixed.

Hope the above will clarify and resolve the query posted but any further comments / inputs are welcomed.

Regards,

CS Sanjeev Shah

(Guest)

Yes, if there are more than one Common seal than it must bear the word “Duplicate”

Manish Bhattacharya (Secretarial Executive - CS) (22 Points)
Replied 18 September 2010

Dear All,

Please carefully read below.

50. Power for company to have official seal for use outside India

(1) A company whose objects require or comprise the transaction of business outside India may, if authorised by its articles, have for use in any territory, district or place not situate in India 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 the territory, district or place where it is to be used.

(2) A company having an official seal for use in any such territory, district or place may, by writing under its common seal, authorise any person appointed for the purpose in that territory, district or place to affix the official seal to any deed or other document to which the company is a party in that territory, district or place.

(3) The authority of any agent authorised under sub-section (2) shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument conferring the authority, or if no period is there mentioned, 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, certify on the deed or other document to which the seal is affixed, the date on which and the place at which, it is affixed.

(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.