Cyprus | Corporate Seal | Is there a right way to use it?

Seals were originally wax impressions made by a stamped handle or a ring. Every royal family had an official seal, while prominent merchants and legal professionals adopted a bit later this type of seal for authentication purposes.

The format of the seal may have evolved, however its purpose has remained unchanged: authentication of documents. The following questions are frequently asked in respect to corporate seals: Is there a right way to use a seal? Is it always necessary to use a seal to produce a valid and legally binding act or document? Where should a Cyprus Company keep its seal?

Corporate Seal in Cyprus

In the Company Law (Cap. 113), the corporate seal (also known as common seal) is defined as follows: “Common seal includes as well a stamp which does not leave embossing prints.”

Legally speaking, what is the right way to use a corporate seal in Cyprus?

In a nutshell (according to Regulation 113 of Table A of the Companies Law):

  • the seal can be affixed on a document (or instrument) with the authorization of the directors or of a committee of the directors authorized by the directors for that purpose;
  • the document has to be signed by a director and
  • countersigned by the secretary or by a second director or by a another person appointed by the directors for that purpose.

Can a corporate document be valid and legally binding even if it has not been affixed by the corporate seal?

According to s. 35 of the Companies Law (Cap. 113), any document signed on behalf of a Cyprus company, in Cyprus or abroad, by any person acting with the explicit or implicit authorization of the company shall have the same effect as if it was executed under the company’s common seal.

For specific questions that may arise in relation to the presence or absence of the common seal on a particular document, we recommend that you seek legal professional advice.

Where should a Cyprus Company keep its seal?

The corporate seal is expected to be kept at the registered office of the company together with the statutory documents. However according to s. 36 of the Companies Law (Cap. 113) in case a Cyprus Company carries out business activities abroad, then it is authorized to have an official seal for use outside of the Republic of Cyprus.

The aforementioned seal has to be identical to the common seal with the addition of the place (country, location etc.) where it will be used.

The above information is provided for general purposes only. For legal advice on Cyprus company formation and corporate governance, we recommend that you seek professional advice.

For more information about our corporate advisory please refer at the relevant section of this website at Corporate & Commercial.