Is a Company Seal Still Mandatory in Kenya? What the Law Says Now
"Every company must have a seal." Plenty of directors still believe it, and some forms still leave a space for one. Kenyan company law moved on in 2020. Today a signature does the legal job, and a seal is a security and presentation choice rather than a requirement. Knowing the difference saves money and stops a deal stalling over a missing impression.
The short answer
No. The Companies Act, as amended in 2020, no longer requires a common seal. A document is validly executed when it is signed by two authorised signatories, or by one director in front of a witness who attests. Some banks, registries and institutions may still ask for a seal or stamp on their own forms, so check with them.
Key takeaways
- The legal requirement is gone: the sections on executing documents under a common seal were deleted in 2020.
- Two signatures, or one plus a witness, is what makes a company document valid now.
- A seal is still useful on documents that must be hard to forge, because an embossed mark does not survive a photocopy.
- A stamp and a seal are different tools: a stamp is for speed, a seal is for authentication.
Myth and fact
| What people say | What the Act says now |
|---|---|
| "Every company must have a common seal." | The sections on execution under a common seal (section 37(1) and section 38) were deleted by Act No. 1 of 2020. |
| "A contract is not valid without the seal." | Section 37(2): a document is validly executed if signed by two authorised signatories, or by a director in the presence of a witness who attests the signature. |
| "Only a seal can authenticate company documents." | Section 41: a document is sufficiently authenticated by the signature of a person authorised to act for the company. |
That is the law as published on Kenya Law, version of 27 December 2024. The effect is simple. A properly signed company document does not fail for want of a seal.
Where people still get caught An institution's own form or checklist may still ask for a "company seal or stamp". The law no longer requires it, but their process might. Ask before the appointment, not at the counter, and carry a stamp if you are unsure. It costs far less than a second trip.
Why some businesses still order a seal
So why buy one? A seal deforms the paper. The mark stands raised on one side and pressed in on the other, and that is something no printer or photocopier can copy, which is also why it all but disappears in a scan. That makes it useful wherever a document must be hard to fake, such as share certificates, board resolutions, certificates of completion or award, and academic documents.
A company seal is a hand press with a matched pair of steel dies cut to your name and registration number. Desk models stay put. Pocket models travel with a director. Ours start from KSh 5,500, and the die is a one-off cost, so it is worth ordering once and correctly.
A stamp is a different tool
A stamp exists to save time. It replaces writing the same lines a hundred times a day. Self-inking stamps flip onto an internal pad after each press and suit daily use; a dater stamp with "RECEIVED" and today's date beside it is the most useful stamp in most offices, because it timestamps every document that arrives. Our company stamps start from KSh 1,800 and can carry your name, PIN and address.
- Use the exact registered name. Copy it from the certificate of incorporation, not the trading name. The die carries it permanently.
- Decide what each tool is for. Seal for documents that must be hard to forge; stamp for daily paperwork.
- Use ink colour as a signal. One colour for received, another for approved, and the state of a document is readable across a desk.
- Keep the seal locked away. A seal that anyone can reach proves very little.
Paper matters too. A clean letterhead with the registered name and details does more for a document's credibility than any impression. For numbered records that sit alongside your eTIMS invoices, see what receipt books still do after eTIMS, and for why print still signals a serious business, why professional printing still matters.
Frequently Asked Questions
Asked for a seal by a bank or registry? Their exact wording and your certificate of incorporation are enough. You get what they asked for, cut once, and nothing extra.
Sources: Companies Act, 2015, Kenya Law, version of 27 December 2024, sections 37, 38 and 41 (read 14 October 2026). This article is general information, not legal advice. Prices are Signsotech's published starting prices, October 2026.
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