A common seal (also commonly known as company seal or corporate seal) is an official emblem used by the company. It contains the company’s name and registration number and is used to endorse documents such as contracts, deeds and share certificates.
The Removal of Requirement for Common Seal
In Singapore, with effect from 31 March 2017, it is no longer a mandatory requirement under Section 41A, 41B and 41C of the Companies Act (Cap. 50) for companies and LLPs to use common seal while executing legal documents.
Section 41A (1) states that – “A company may have a common seal but need not have one.”
Section 41B (1) states that – “A company may execute a document described or expressed as a deed without affixing a common seal onto a 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.”
Section 41C states the “alternative to sealing” – “Where any written law or rule of law requires any document to be under or executed under the common seal of a company, or provides for certain consequences if t is not, a document satisfies that written law or rule of law if the document is signed.”
However, some companies still keep a common seal to use overseas for any foreign business cooperation. When not used, it should be kept at the registered address.
Alternative to Sealing with Signatures
In replacement of common seal, the legal documents can be executed by having them signed by authorised persons.
For companies, the legal documents can be signed and executed by:
- 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 LLPs, the legal documents can be signed and executed by:
- two partners of an LLP; or
- a partner of an LLP in the presence of a witness who attests the signature.