Yes. Section 43(1) of the Companies Act 2014 states that a company shall have a common seal or seals stating the company’s name, engraved in legible characters. The wording is mandatory, and the section has not been amended since the Act came into force.
Ireland has kept this requirement. Some other jurisdictions abolished the company seal; Ireland did not, and the 2024 reform of the Act confirmed it rather than removing it.
These are two different things and they are constantly confused.
The common seal is the embossing press that carries your company name. It is the instrument the Companies Act 2014 requires, and it has legal effect.
A company stamp is a rubber stamp used for convenience on invoices or correspondence. It is not mentioned anywhere in the Companies Act 2014 and it has no legal status whatsoever. Buying a rubber stamp does not satisfy section 43.
This is the point most founders miss. Under section 99(1), a share certificate is prima facie evidence of a member’s 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.
Section 99(2) then requires the company to complete and have share certificates ready for delivery within two months of allotment, 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, carrying a class A fine on summary conviction under section 871(4).
So the practical position is straightforward. Your company is issued shares at incorporation. Certificates are due within two months. Those certificates need the seal.
Beyond share certificates, the seal is used where a document is to be executed as a deed, and wherever your company’s constitution requires sealing. Property transactions, certain guarantees and powers of attorney typically fall into this category.
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.
This matters for single-director companies. Section 134 prevents the same person acting as both director and secretary in an act that requires both. In practice a sole director cannot seal a document alone, which is one reason every Irish company needs a properly appointed secretary.
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 happen on the same physical page in the same room.
Note what it does not do. Section 43A still requires that one of those documents has the company’s seal affixed to it. Counterpart execution made sealing more practical for companies whose officers are in different countries. It did not make the seal optional.
Section 43 does not carry a 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 otherwise is inventing 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. That is where the risk sits, and that is the honest reason to have the seal in place from day one rather than later.
A seal is included in our Irish company formation packages. If you have already incorporated elsewhere and only need the seal, order it on this page.
For the full incorporation sequence, see our guide on how to register a company in Ireland.
Price shown is exclusive of VAT.
Disclaimer: This page is general information about Irish company law and does not constitute legal or tax advice. Chern & Co accepts no liability for action taken or not taken in reliance on it. Obtain professional advice before acting.
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