DIRECTORS

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Pass Book, made up to date, should also be produced, and, if
necessary, some financial statement in addition should be
prepared, in order that the financial position of the company
may be perfectly clear. All letters and other documents
requiring the attention of the board, including cheques,
share certificates, and share warrants for signature, should
be ready for immediate production as and when required.

A company must have a common seal, upon which its Seal
name must be engraved [see s. 93 (1)]. The custody and
use of the seal are matters which should be strictly provided
for. This is usually provided for by resolution of the board,
duly entered upon the minutes. It is common for the seal of
a company to be provided with two locks, and the keys of
those locks to be kept by the chairman and the secretary
respectively, so that the seal cannot be used in any informal
or improper manner. A useful provision is to have a duplicate
set of the keys deposited with the company’s bankers in case
the seal has to be used in the absence of the chairman.

Table A, clause 71, provides that the seal shall not be
affixed to any instrument except by the authority of a
director and of the secretary, or some other person appointed
by the directors; and that these persons must sign every
instrument to which the seal is so affixed. Special articles
frequently vary these provisions, but strict formalities are
almost invariably prescribed.

A company may also, if it transacts business in foreign
countries and is authorised by its articles, have a facsimile
thereof, called an official seal for use abroad (s. 32). The
facsimile must contain on its face the name of the territory,
district or place where it is to be used.

The Law of Property Act, 1925, s. 74 (see Appendix M),
contains provisions as to the execution of instruments by or
on behalf of corporations. A company can take advantage
of these provisions, notwithstanding anything in its articles.
Sub-section (1) only operates in favour of a purchaser as
defined by s. 205 of the same Act.

A Seal Book is sometimes kept in which should be entered
particulars of the documents to which the seal of the com-
pany is affixed. This should contain a description of the
document, the date of the resolution authorising its sealing,
and the names of those in whose presence the seal was affixc?
and who signed the document.

It is not advisable to affix the seal of the company un-
necessarily to contracts and agreements, since, if sealed, they
become liable to be stamped with a deed stamp of 10s. The
making of contracts by a company, whether under seal, in

Contraets.