It is quite usual for existing companies to adopt regulation 114 of Table A in the First Schedule to the old Companies Ordinance (Cap. 32) in respect of the use of common seal. Regulation 114 provides that “The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorized by the directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for the purpose.”.
Where an article is in the form of regulation 114 providing for the manner in which the common seal shall be affixed, the company may rely on sections 127(3) and (5) of the new CO to execute a document without a common seal even without amending the article, since section 127(3) provides a company with a common seal an alternative method of executing documents.
As different forms of articles relating to the use of common seal or execution of documents may be adopted by companies, a company should seek independent legal or other professional advice in case of doubt.