The Common Seal

Under the Associations Incorporation Act 1991 an incorporated association is required to have a common seal.

The seal is usually a round rubber stamp which bears the full name of the organisation.

The seal is used for some legal sorts of documents with the most common use by an incorporated association being on your funding agreement.

Use of the common seal requires a signature by the authorised person for the organisation, and this is usually witnessed. A witness must see the authorised person sign and sign at the same time. The other party to the agreement or document will also sign the document and their signature is also usually witnessed. It is good practice to have all the signatures taken at the same time. This cannot be done electronically.

Who can enter into contracts on behalf of an organisation:

• Organisation itself - eg. through a committee member according to the Rules or Constitution
• Persons with express authority - eg. committee members with authority from a resolution for a specific purpose or period of time
• Persons with implied authority - eg. by appointment to a standard position, like the Executive Officer

It is important to be very clear about who is able to sign contracts on behalf of your organisation. If your organisation has signed a contract/agreement it is bound to carry out the terms of that contract regardless of the actual authority of who signed the contract on your organisation's behalf.

Many organisations have a common seal register which is updated and tabled at each committee / board meeting and lists the times that the seal has been used. It is also sensible to have a list of people who are allowed to use the common seal.

There are no hard and fast rules about where you keep your common seal, but when you consider how important it is to your organisation, and the things that can be done with it, it is best to have something in your constitution about where it is kept and who has responsibility for it.

In the model rules the Secretary holds the common seal. In a large organisation with paid staff the seal may be kept somewhere in the office, perhaps in a safe or a secure locked facility like the personnel filing cabinet. It is good practice to keep the seal with its register of use, and the list of who can use it.


Back to Incorporation

This website does not constitute legal advice. ACTCOSS does not warrant or guarantee the currency, accuracy or completeness of information contained on this website. For further information, read our disclaimer.