Common seal clause deletion in aoa

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Nithya Sree

Nithya Sree (Querist)
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18 September 2024 can we remove common clause from aoa ? can anyone provide a format for common seal clause deletion

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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12 August 2025 Yes, you can remove the Common Seal clause from the Articles of Association (AOA) because the Companies Act, 2013, does not mandate companies to have a common seal anymore. Having a common seal is optional.
Key points:
Section 9 of the Companies Act, 2013 says a company may have a common seal, but it is not compulsory.
If your company’s AOA contains a clause about the common seal and you want to delete it, you can amend the AOA by passing a special resolution in a general meeting.
After the amendment, file Form MGT-7 and MGT-7A (if applicable) with the Registrar of Companies (RoC).
Sample format for Deletion of Common Seal Clause in AOA:
Existing Clause (Typical Common Seal Clause):
"Common Seal:
The company shall have a common seal, and the Board of Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Board or a Committee of the Board duly authorized by it."
Deleted Clause (Clause to be removed):
[Clause regarding Common Seal shall be deleted from the Articles of Association.]
Sample Resolution for deletion:
SPECIAL RESOLUTION
"RESOLVED THAT pursuant to the provisions of Section 9 and other applicable provisions of the Companies Act, 2013, and rules made thereunder (including any statutory modifications or re-enactments thereof for the time being in force), the existing clause relating to the Common Seal in the Articles of Association of the Company be and is hereby deleted and the Articles of Association be amended accordingly to omit the said clause."

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