Section 43A of the Companies Act 2014, originally introduced with effect from 21 August 2020 for an “interim period”, provides that during the “interim period” a company’s seal, and the signatures of those who countersign the seal, may be on separate copies of the relevant agreement or deed. In a welcome development, the “interim period” has been extended again to 30 April 2022 (by SI No 725 of 2021).
Some key points that should be borne in mind in relation to the use of this interim solution (covered in more detail in our recent podcast on Electronic Signatures: Practical Tips), are:
- Using electronic signatures: provided there are no restrictions on a company’s use of electronic signatures (whether in its constitution, under Section 10 of the Electronic Commerce Act 2000, or as part of the requirements of a registry), those who countersign the seal as part of this interim solution may use electronic signatures provided that:
- the physical seal is still applied to one copy of the agreement/deed; and
- any signature that appears on the same copy as the seal is a wet-ink signature rather than an electronic signature.
- Alternative option: Section 43A applies “notwithstanding anything to the contrary in the constitution” of the relevant company. As such it is an alternative to any provision regarding the affixing of the common seal set out in the company’s constitution.
- More than one signature: Where a company has specified in its constitution that only one countersignature is required when affixing the seal, that company must obtain an additional countersignature if it wishes to rely on Section 43A – Section 43A operates only where the common seal is countersigned by more than one person.