The Necessity of a Common Seal in Singapore

by Matthew Davies

After getting a company incorporated in Singapore, there are several administrative steps that a company must go through so that it can finally fully operate. These administrative steps revolve around regulations, and one of them is getting the company a seal, more often known as common seal or company seal.

A common seal is a metallic and ink-free tool that is used to emboss the company name and registration on official documents. Although the company’s name is the bare minimum, it is also important to include the company’s registration number as well.

A common seal is widely used by many Singapore companies. Originally, it was more common among law firms or corporations. But over the years, it had become the necessity for general companies. A common seal is the official mark of companies and it serves as the signature of the company instead of representing only one person. A common seal is required for the release of legal and official documents from one corporation as it cannot be authorized by one individual.

However, from 31st March 2017 onwards, companies and limited liability partnerships (LLPs) in Singapore are no longer obliged to use the common seal for documents as a deed or other types of documents, for example, share certificates. Instead, Singapore companies and LLPs can execute documents simply by having them signed by a person of authority in the company and LLPs.

The authorized person for companies includes the company director and secretary, or two directors of a company, or a director of a company with a witness who can attest the signature given.

For LLPs, the authorized people are two partners of the LLP or a partner of the LLP in the presence of a witness who can attest the signature.

Now the question is, do Singaporean companies and LLPs still need a common seal? The common seal has now become optional. However, there are still times that it is needed. For instance, a common seal would be required for government documentation, and it may even be required by courier companies, utility, or telephone bills for the purpose of authorization.

The decision of whether a company would still use a common seal or not depends on the directors of the company. They have the authority to decide if a company document may be executed without common seal as well as the other way around. And it is important to underline that a line from the law of Section 41C states that “Where any written law or rule of law requires any document to be under or executed under the common seal of a company,” thus supposedly, in certain conditions, a common seal may still come in handy. Although in general, as long as the document of the company still is allowed to be executed under the sign of authorized people, then it is completely fine to not use a common seal. At the end of the day, it still is not a waste to spend some money into creating a proper common seal for your company.

You may also like