Is the use of common seal is mandatory for a Singapore company?
With effect from 31 Mar 2017, companies and limited liability partnerships (LLPs) are no longer required to use the common seal in the execution of documents as a deed, or other documents such as share certificates. This helps companies reduce the inconvenience and cost of making a common seal.
Prior to this, 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 31 March 2017 would state that the common seal of the company would have to be affixed on the document before (i) two directors or (ii) a director and a company secretary, or (iii) a director and an authorised signatory.
The relevant provisions, stipulating the elimination of the requirement for common seal, are found in Sections 41B and 41C of the Companies (Amendment) Act of 2017. The new provisions are not subject to the Constitution of the Singapore company and the existing Constitution of the company does not need to be amended to remove the requirement of the common seal.
With the new provisions, companies can execute documents by having them signed by authorised persons as follows:
- 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 (“LLPs”):
- Two partners of an LLP; or
- A partner of an LLP in the presence of a witness who attests the signature.
While the Companies (Amendment) Act has removed the need for common seal, a company can still choose to use the company’s common seal to execute documents.