Before 31st March 2017, a Singapore company executing a document as a deed was required to affix the company’s common seal on the deed in accordance with the company’s constitution. The typical model constitution of a Singapore company incorporated before 31st March 2017 would state that the common seal of the company would have to be affixed on the document before two officers or authorised signatories signed on the document. For example, if a share certificate was issued, the common seal would have to be affixed on the certificate before the director and the secretary signed on the share certificate.
With effect from 31st March 2017, the Companies (Amendment) Act has abolished the need for a Singapore company to have a common seal at their option and the formal execution of a deed of a Singapore company need not require the affixation of the company’s common seal.
The relevant provisions are found in Sections 41B and 41C of the Companies (Amendment) Act of 2017 and follow from Section 19(5) and Section 41A. These provisions eliminate the requirement of a Singapore company to have a common seal. The existing company constitution does not need to be amended to remove the requirement of the company to have a common seal or to affix one when executing a deed. Here are the provisions in Section 41B:
Section 41B provides that:
(1) A company may execute a document described or expressed as a deed without affixing a common seal onto the document by signature —
(a) on behalf of the company by a director of the company and a secretary of the company;
(b) on behalf of the company by at least 2 directors of the company; or
(c) on behalf of the company by a director of the company in the presence of a witness who attests the signature.
(2) A document mentioned in subsection (1) that is signed on behalf of the company in accordance with that subsection has the same effect as if the document were executed under the common seal of the company.
In short, you do not need a common seal to execute documents of a Singapore company. Two authorised signatories will do.
Here is a guide as to how you can execute documents
- A director and the secretary of a company;
- Two directors of a company; or
- A director of a company in the presence of a witness who attests the signature
For Limited Liability Partnerships:
- Two partners of an LLP; or
- A partner of an LLP in the presence of a witness who attests the signature.
Please note that a company can still choose to use the company’s common seal to execute documents. It is the choice of the company’s and there may be good reasons to maintaining the need for a common seal. However, we would advise our clients to execute documents by way of signature to reduce the cost and hassle of having a common seal since provision has already been made to eliminate the need for a common seal.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
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