The common seal is no longer mandatory
Companies and LLPs no longer have to use a common seal for deeds or documents such as share certificates from the stated commencement date. They may retain a seal where business needs justify it. Removal of the mandatory seal does not dispense with authorised execution.
Three company signature combinations
A company can execute through a director together with the secretary, through two directors, or through one director signing in the presence of a witness who attests the signature. The one-director route includes a witnessing condition; a signature by any employee is not the option described.
Two LLP signature combinations
An LLP can execute through two partners, or one partner in the presence of a witness who attests the signature. These partner-based alternatives are distinct from company director/secretary combinations.
Existing constitutional provisions
The FAQ says a company can use the authorised-person option even where its constitution contains specific document-execution provisions, obtaining legal advice if in doubt. An existing company wishing to remove seal provisions can amend its constitution, with advice where necessary. The source does not claim the statutory change automatically rewrites every constitution.
New companies and the Model Constitution
A new company choosing no seal should ensure its constitution has no seal provision. If adopting the Model Constitution, it should opt out of the provisions referring to the common seal. This is a document-preparation step separate from deciding the signatories for an individual deed.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
Read the official PDF ↗