Is the use of a common seal mandatory for a Singapore company?
With effect from 31 March 2017, companies and limited liability partnerships (LLPs) are no longer required to use a common seal to execute documents as a deed, or documents such as share certificates. This change helps companies reduce the inconvenience and cost of making a common seal.
Prior to this change, a Singapore company executing a document as a deed was required to affix the company’s common seal on the deed in accordance with its constitution. The typical model constitution of a company incorporated before 31 March 2017 required the common seal to be affixed in the presence of:
- Two directors; or
- A director and a company secretary; or
- A director and an authorised signatory.
The provisions are sections 41B and 41C of the Companies Act 1967, inserted by the Companies (Amendment) Act 2017. They apply regardless of what a company’s constitution says, so an existing constitution does not need to be amended to drop the common seal requirement.
Executing Documents Without a Common Seal
Under the new provisions, companies and LLPs can execute documents by having them signed by authorised persons instead.
For companies:
- A director and the secretary of the company; or
- Two directors of the company; or
- A director of the company, in the presence of a witness who attests the signature.
For limited liability partnerships (LLPs):
- Two partners of the LLP; or
- A partner of the LLP, in the presence of a witness who attests the signature.
While the Companies (Amendment) Act removed the requirement for a common seal, a company can still choose to use its common seal to execute documents.