The short answer: every Irish company must have a company seal, and no Irish company needs a company stamp. The seal is required by section 43(1) of the Companies Act 2014. The stamp is not mentioned anywhere in that Act and has no legal status at all. If you only buy one of them, buy the seal.
The two are constantly confused, partly because both leave a mark on paper and partly because suppliers sell them side by side. They are not alternatives. Below is what each one actually is, where the seal is genuinely required, and what happens if your company does not have one.
Company seal vs company stamp at a glance
| Company seal (common seal) | Company stamp (rubber stamp) | |
|---|---|---|
| Required by law | Yes, section 43(1) Companies Act 2014 | No, not mentioned in the Act |
| Legal effect | Yes | None |
| What it is | An embossing press carrying the company name | An ink stamp, usually rubber or plastic |
| Typical use | Share certificates, deeds, instruments the constitution requires to be sealed | Invoices, internal paperwork, branding |
| Who may use it | Only by authority of the directors, section 43(2) | Anyone in the office |
What the law actually says about the seal
Section 43(1) of the Companies Act 2014 provides that a company shall have a common seal or seals stating the company name, engraved in legible characters. The wording is mandatory, not permissive, and the section has not been amended since the Act commenced.
This is worth stressing because the position differs by country. Some jurisdictions abolished the company seal years ago. Ireland did not. When the Act was reformed in December 2024 the seal was confirmed rather than removed, as explained further down.
What a company stamp is, and is not
A company stamp, sometimes called a rubber stamp or a company chop, prints your company name or logo in ink. It is convenient. It looks tidy on an invoice. It is also entirely optional, because the Companies Act 2014 does not mention it once.
Nothing you stamp becomes more valid because you stamped it. A stamped document has exactly the legal weight it had before, no more. If a bank, a registry or a counterparty asks for a document under seal, a rubber stamp will not satisfy the request, and buying one does not discharge the section 43 obligation.
Where the seal is genuinely required
Share certificates, and this is the one that matters
Under section 99(1) a share certificate is prima facie evidence of a member title to their shares only where it is issued under the common seal of the company. Without the seal the certificate does not carry that statutory evidential status. It becomes a piece of paper that asserts ownership rather than evidencing it.
Section 99(2) then requires the company to complete and have certificates ready for delivery within two months of shares being allotted, or of a transfer being lodged. Failure to do so is a category 4 offence under section 99(9) for the company and for any officer in default, which carries a class A fine on summary conviction under section 871(4).
Every new company allots shares at incorporation. So every new company has a two month clock running on documents that need the seal. This is why the seal belongs on the day one list rather than the someday list.
Deeds and instruments to be sealed
Beyond share certificates the seal is used where a document is executed as a deed, and wherever the company constitution requires sealing. Property transactions, certain guarantees and powers of attorney commonly fall into this category. Check the constitution rather than assuming, because constitutions vary on this point.
What is not sealed
Three common misconceptions are worth correcting, because all three appear regularly in online guides.
- Minutes of meetings are not sealed. Minutes are signed by the chairman or the directors. Sealing them is neither required nor conventional.
- A stock transfer form is not sealed by the company. It is executed by the transferor. The company role is to register the transfer and issue a new certificate, and it is the certificate that carries the seal.
- Ordinary commercial contracts do not need the seal unless they are to be executed as deeds or the constitution says otherwise. A signature by an authorised person is enough.
Who signs alongside the seal
Section 43(2) provides that, unless the constitution says otherwise, the seal may be used only by the authority of the directors, and any instrument it is affixed to must be signed by a director and countersigned by the secretary or a second director.
That has a practical consequence for single-director companies. Section 134 prevents one person from acting as both director and secretary in an act that requires both. A sole director therefore cannot seal a document alone, which is one of the concrete reasons every Irish company needs a properly appointed company secretary and not just a name on a form.
What changed in December 2024
Section 43A was made permanent on 3 December 2024 by the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024. It allows an instrument to be executed in several documents in like form, so the director, the secretary and the sealing no longer have to meet on the same sheet of paper in the same room. For companies whose officers sit in different countries this removed a genuine practical obstacle.
Note carefully what it did not do. Section 43A still requires that one of those documents has the company seal affixed to it. Counterpart execution made sealing easier to arrange. It did not make the seal optional, and anyone citing the 2024 reform as the end of company seals in Ireland has misread it.
Is there a penalty if your company has no seal
No, and it is worth being straight about this. Section 43 carries no penalty of its own. There is no fine in the Companies Act 2014 for simply not owning a seal, and any provider who tells you there is has invented it.
The exposure is indirect, and it is real. Without a seal you cannot issue share certificates that carry statutory evidential force, and section 99(2) obliges you to have those certificates ready within two months. A company can drift for years without a seal and notice nothing, right up to the moment it needs to execute a deed, satisfy a bank document request, or hand a buyer a clean set of statutory records in due diligence. That is when the omission surfaces, and it surfaces at the worst possible time.
So which one do you need
The seal, without qualification. It is a statutory requirement, it is needed for the share certificates your company owes its members within two months of incorporation, and it costs a fraction of the professional time spent unpicking its absence later.
The stamp is a preference. If you like the look of one on your invoices, order one. Just do not order it instead of the seal, and do not let a supplier tell you it is the same thing in cheaper form.
We supply the company seal as a standalone service, engraved with your company name as registered, and it is included in our Irish company formation packages. If you are still at the setup stage, our guide on how to register a company in Ireland covers the full sequence, and our company formation service handles the incorporation and the seal together, so the certificates are ready inside the two month window.
Disclaimer: This article is general information about Irish company law and does not constitute legal or tax advice. Chern & Co accepts no liability for any action taken or not taken in reliance on it. Obtain professional advice before acting.
