Documents Under Seal – Definition

Cite this article as:"Documents Under Seal – Definition," in The Business Professor, updated May 2, 2019, last accessed June 4, 2020, https://thebusinessprofessor.com/lesson/documents-under-seal-definition/.

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Sealed Documents Definition

A historical way of showing the authority, source, importance, or authenticity of a document is done by sealing or creating a sealed document. Generally, it was used in legal documents and highly formal messages.

A Little More on What is a Sealed Document

Using seals started at a time when writing was unpopular, but it also signified a period when everybody possessed either a coat-of-arms or any other unique device. The use of seals had great significance as it served as a way of distinguishing the identity of persons. With the widespread of education, using a signature on instruments became paramount as against the use of seals. This resulted in the loss of dignity and importance which seals enjoyed.

Modern judicial decisions reduce or totally eliminate the differences between sealed and unsealed instruments. Furthermore, a majority of statutes have abolished using seals. Other statutes that abolish using private seals don’t make sealed instruments unlawful. Instead, they render them ineffective. In jurisdictions that still acknowledge the use of seals, these seals can take on the form of an impression made on paper, a wax impression, or a gummed sticker that is affixed to the document. The acronym “L.S.” is an abridged form of the Latin phrase locus sigili, which means “the place of the seal.” This phrase can be used instead of a material seal just as the word “seal” or a statement stating that the document is to become effective as a sealed instrument.

At the moment, seals are utilized to authenticate documents like birth records, marriage records, and real property deeds. Furthermore, they are used for authenticating signatures which a Notary Public witnesses and also in the formalization of corporate documents.

In relation to contracts, a promise that was made under seal at Common Law was enforceable with no need for legal consideration either because the seal served as a substitute or because there was a conclusive presumption of the existence of consideration.

Despite the fact that the majority of states have abolished seals, several states have made claims based on a statute that seals raise a presumption of consideration. Article 2 of the Uniform Commercial Code is a law body adopted by the states for governing commercial transactions. This body has removed the seal as a consideration in commercial sales where the act can be applied. At a time, the statute of limitations had a longer period for an action brought on a contract under seal than it had for a contract which wasn’t under seal. The statute of limitations refers to the specified period within which legal procedures must be initiated.

Note in this situation that the word “seal” is also being utilized as a visual pun in the sense that an image of the marine animal having the same name is used on the device.

A company seal is also known as the common seal or the corporate seal. It is an official seal that a company uses. Company seals were mainly utilized by companies in common law jurisdictions even though in modern times, most countries have stopped using seals.

In the United Kingdom, a company might have a company seal in accordance with the provisions of section 45 of the Companies Act of 2006. It may have more seals for other territories and for issuing securities. These seals have the added legend of the territory or may have the word SECURITIES. A company may still intend to seal documents in a bid to protect against forgery.

In the traditional sense, the seal was legally significant because affixing the seal meant that the document was the company’s act and deed but when there was a mere signature appended by a director, it was seen to be an act carried out by the agent on behalf of the company. This act was subject to applicable restrictions, as well as, limitations under the ordinary law of agency.

In general, corporate seals are only used for two reasons by corporations today. Documents needing execution as deeds instead of simple contracts may be carried out under the common seal of the company.

Specific corporate documents like share certificates are frequently issued under company seal. Certain countries requested the issuance of share certificates under the common seal. For instance, in India, share certificates are issued under the company’s common seal and each use of the common seal is documented in the company’s statutory registry. In the physical sense, seals used to be utilized for making an impression of the melted wax on the relevant document, even though modern seals usually only leave an impression or indentation on the paper. But there are times when a red wafer is utilized in imitating old red wax seals and also to make the sealing have a better reflection on photocopies.

References for Sealed Document

Academic Research on Sealed Document

Affixing of the Company Seal and the Effect of the Statutory Assumption in the Corporations Law, Ramsay, I., Stapledon, G., & Fong, K. (1999).

Streamlining business registration in Lao PDR: reducing the burden of the company seal, Gonzalez Flavell, S.

Conveyancing and Companies: The Single Director and the Company Seal (Part 3), Smart, P. S. J. (2001).

First FJ Holdings-company register-official board and AGM minutes & company seal register, Jones, D. F. (1991). Fonds:[2012.0031]” FLETCHER JONES BUSINESS AND FAMILY RECORDS”.

TRUSTe: an online privacy seal program, Benassi, P. (1999). Communications of the ACM, 42(2), 56-59.

Supporting the e-business readiness of small and medium-sized enterprises: approaches and metrics, Jutla, D., Bodorik, P., & Dhaliwal, J. (2002). Internet Research, 12(2), 139-164.

Economic function of trust seal in E-Commerce: an experiment study based on Chinese subjects, Kaihong, X., & Mingxia, W. (2007, June). In Service Systems and Service Management, 2007 International Conference on (pp. 1-5). IEEE.

Nonrepudiable proxy signature schemes, Zhang, K. (1997). Manuscript, Available at http://citeseer. nj. nec. com/360090. html.

A digital seal solution for deploying trust on commercial transactions, Gritzalis, S., & Gritzalis, D. (2001). Information Management & Computer Security, 9(2), 71-79.

AICPA launches electronic commerce seal, Williams, K. (1997). Strategic Finance, 79(4), 16.

Chinese seal identification, Chou, J. P., & Chen, H. S. (1990, October). In Security Technology, 1990. Crime Countermeasures, Proceedings. IEEE 1990 International Carnahan Conference on (pp. 51-53). IEEE.

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