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  • #995860
    Connected 360 Group
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    Hi Team,

    I am about 4 months into my new venture and have come across an issue with company stamps. I have a couple of vendors that have requested having a company stamp on their vendor setup forms but I do not have one.

    From what I have read, I do not officially need one but in the past you have. One of the vendors has accepted this after a lengthy discussion but if it keeps comping up, I might just bite the bullet and get one (I deal with large multinationals). Here is my confusion, what is a company stamp and what does it comprise of? If it is just a rubber stamp with company logo, abn etc, can I just get one made or am i completely off the mark.

    Help would be great.

    Cheers

    #1204283
    Paul – FS Concierge
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    Connected 360 Group, post: 242626, member: 85806 wrote:
    Hi Team,

    I am about 4 months into my new venture and have come across an issue with company stamps. I have a couple of vendors that have requested having a company stamp on their vendor setup forms but I do not have one.

    From what I have read, I do not officially need one but in the past you have. One of the vendors has accepted this after a lengthy discussion but if it keeps comping up, I might just bite the bullet and get one (I deal with large multinationals). Here is my confusion, what is a company stamp and what does it comprise of? If it is just a rubber stamp with company logo, abn etc, can I just get one made or am i completely off the mark.

    Help would be great.

    Cheers
    Just to clarify – anything legal normally needs 100%clarity – do you mean a company seal?

    Hopefully some helpful members will be along soon with some on-point advice.

    Cheers

    #1204284
    James Millar
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    Yes the old common seal rears its ugly head. The Corporations Act doesn’t require the use of one anymore so it really depends on the company constitution and the methods it prescribes for validly executing company documents. S.127(4) of the Corps Act expressly states that it does not seek to limit the ways in which a company may execute a document. FYI when you incorporate a new company it will often ask if you want a seal and whether it is to form part of document execution.

    The problem (as you have found) is that (a) there are some older organisations that are living in the past and still think they are required in all cases and (b) third parties cannot rely on the “entitlement to make assumptions” regarding valid execution of documents (s.128 and 129) if the execution does not meet the default requirements of S.127. This is mainly a problem for companies that have a sole director but no company secretary. So without being able to rely on those provisions the third party would have to review your company constitution documents to determine if it validly executed the document. This is obviously highly impractical because government or bank admin staff (example) are not equipped to review and evaluate company constitution documents.

    So the safest bet if you don’t want a common seal AND if you have a sole director is to appoint a company secretary as well (the same person). Then per S.127(1)(c) third parties can generally rely on the default “entitlement to make assumptions” provisions outlined in S.129. In short they can generally assume the document was validly executed without having to review the company constitution and related documents.

    Another good reason why we advocate using professionals to establish entities rather than DIY online.

    Sorry for the convolution. The law is an ass.

    Helping build better businesses and better lives with expert financial and taxation advice. [email protected] www.360partners.com.au 03 9005 4900
    #1204285
    Connected 360 Group
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    Hi All,

    Thank you for the responses. I am referring to the Common Seal which a few of my clients refer back to Company Stamp (USA / Asia Pacific Based Companies). Also to clarify, I am the Sole Director & Company Secretary.

    I don’t recall seeing an option for Common Seal but I would be interested in investigating the option if this continues. My question now is how do I get one? Are they controlled by ASIC or can anyone just order one online? I think I would rather spend some time now getting this done rather than to go through the run around each time a global client requests.

    #1204286
    James Millar
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    Connected 360 Group, post: 242647, member: 85806 wrote:
    Hi All,

    Thank you for the responses. I am referring to the Common Seal which a few of my clients refer back to Company Stamp (USA / Asia Pacific Based Companies). Also to clarify, I am the Sole Director & Company Secretary.

    I don’t recall seeing an option for Common Seal but I would be interested in investigating the option if this continues. My question now is how do I get one? Are they controlled by ASIC or can anyone just order one online? I think I would rather spend some time now getting this done rather than to go through the run around each time a global client requests.

    I believe you can purchase them online (example here https://www.stamps.net.au/categories/Common,-Strata-&-Notary-Seals/Common-Seal/?gclid=COL07cW6p9ECFY4svQodEMsJzw)

    You are not required to notify ASIC but may want to check your company constitution to determine if it contains any requirements re use.

    Here are the S.123 seal requirements if you choose to use one http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s123.html

    Here is the prescribed method of use for executing documents under seal see S.127(2) http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s127.html

    Helping build better businesses and better lives with expert financial and taxation advice. [email protected] www.360partners.com.au 03 9005 4900
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