A common seal is the official stamp or ‘signature’ of an association. As a body corporate an association is entitled to a common seal. The association must have a common seal if its rules require it to have one, and maintain a list of those office bearers who are authorised to use it. The Act also requires the association’s rules to provide for the ‘custody and use of a common seal’. Common seals are not expensive to purchase and can be obtained from most stationery shops or rubber stamp suppliers.
The Act specifies that a common seal is only required for contracts which, if made between natural persons, would be required to be made in writing and under seal. In Western Australia it is not necessary for an incorporated association to use a common seal to execute contracts made between natural persons.
An incorporated association may decide to use the seal to execute contracts and other formal documents as the official signature of the association. It is good practice to limit the use of the common seal through the association’s rules by requiring that the stamp only be used if the committee formally resolves to ‘affix’ it to a document.
The rules should clearly indicate whether or not the association must use the common seal when executing contracts. The fixing of the seal should be witnessed only by those who are authorised in the rules to witness the sealing of the document. Association rules usually require the sealing of a document to be witnessed by more than one officer bearer.