{
  "url": "https://openlegislation.uk/companies-act-2006/section-45",
  "json_url": "https://openlegislation.uk/companies-act-2006/section-45.json",
  "legislation": "ukpga/2006/46",
  "legislation_title": "Companies Act 2006",
  "legislation_url": "https://openlegislation.uk/companies-act-2006",
  "path": "section/45",
  "kind": "section",
  "number": "45",
  "heading": "Common seal",
  "text": "(1) A company may have a common seal, but need not have one.\n(2) A company which has a common seal shall have its name engraved in legible characters on the seal.\n(3) If a company fails to comply with subsection (2) an offence is committed by—\n(a) the company, and\n(b) every officer of the company who is in default.\n(4) An officer of a company, or a person acting on behalf of a company, commits an offence if he uses, or authorises the use of, a seal purporting to be a seal of the company on which its name is not engraved as required by subsection (2).\n(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.\n(6) This section does not form part of the law of Scotland.",
  "extent": "E+W+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "C",
      "label": "C1",
      "text": "Ss. 43-47 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 4"
    },
    {
      "type": "C",
      "label": "C2",
      "text": "S. 45(1) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 3(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)"
    },
    {
      "type": "C",
      "label": "C3",
      "text": "S. 45(1) applied (with modifications) (30.6.2011) by The Yarmouth (Isle of Wight) Harbour Revision Order 2011 (S.I. 2011/1347), art. 24 (with arts. 27, 28)"
    },
    {
      "type": "C",
      "label": "C4",
      "text": "S. 45(3)(4)(5) applied (with modifications) (E.W.) (2.1.2013) by The Charitable Incorporated Organisations (General) Regulations 2012 (S.I. 2012/3012), regs. 1, 23(3)(4)(6)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2006/46/section/45",
    "retrieved_at": "2026-10-29T09:13:40.060156+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}