Short answer: An authorised signatory is a person a company has formally allowed to sign a document or instruction on its behalf. The board normally grants that authority by resolution. The company then proves it with a certified copy of the resolution, current ACRA records and, for banks and government portals, the separate mandate or Corppass role.
Many owners ask about the authorised signatory Singapore companies need, who can be one, and whether the company needs a seal to make the signature count. The short version is that a company acts through people, and each counterparty wants evidence that the person signing was allowed to. This guide explains how a company signs, who can be given signing authority, how to document it and how to withdraw it when someone leaves.
Raffles Corporate Services prepares the resolutions, registers and filings behind this set-up. For the specific rules on deeds, our earlier article on section 41B and the optional common seal goes into more detail, so this article concentrates on the people and the evidence.
Key facts at a glance
- Section 41C of the Companies Act 1967 says a document satisfies any law that requires a common seal if it is signed in the manner set out in section 41B(1)(a), (b) or (c) and (3).
- Section 41B(1) has three signing routes, labelled (a), (b) and (c), for a company executing a deed without a seal.
- The 2017 amendments that introduced sections 41B and 41C let Singapore companies dispense with a company seal when executing deeds (Ministry of Law, 15 October 2025).
- ACRA records show officers such as directors; they do not show who may operate the company’s bank account or sign a particular contract.
- Corppass has been the single login for government-to-business transactions since 1 September 2018, and it has its own roles: Registered Officer, Admin, Sub-Admin, Enquiry User and User.
- For a Singapore-registered entity, a Corppass Admin must hold a Singapore NRIC or FIN.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
Authorised signatory Singapore: what does the term mean?
An authorised signatory is simply someone the company has said, in writing, may sign for it. The term is not an office like director or company secretary, so a person becomes one by the company’s decision, not by registration with ACRA.
That decision usually sits in a board resolution, which names the person, the kinds of document they may sign and any limits, such as a monetary ceiling or a requirement for a second signature. A director may sign without a separate delegation in many situations, but a manager, a finance executive or an outside agent normally needs one. Writing it down protects the company, the signatory and the other party.
Remember that signing authority has several separate layers. A person may be a director on the ACRA record, a signatory on a bank account, an approver on a government portal and a signatory on commercial contracts, and each layer is granted and withdrawn in a different place.
How does a company sign a document without a common seal?
A company signs through people who act for it, and for a deed the Companies Act gives a seal-free method. Section 41C confirms that a document is treated as properly sealed where it is signed in the manner set out in section 41B(1)(a), (b) or (c) and (3).
The Ministry of Law explained in Parliament on 15 October 2025 that sections 41B and 41C set out the regime for executing deeds without a company seal, and that their insertion into the Companies Act in 2017 let Singapore companies dispense with affixing a seal. In practice that means a company does not have to buy, store or track a seal to execute a deed. Section 41B(1) sets out three signing routes, and our section 41B article describes them in full. Check the current text on Singapore Statutes Online before relying on a particular combination.
Ordinary commercial contracts that are not deeds are a different question: the issue is whether the person signing had the company’s authority, not which of the three routes was used. The contract disputes angle, including apparent authority, is covered in our sister-site article on whether a company is bound by a contract signed without authority.
Who can be an authorised signatory for the company?
The company decides, within its constitution and the law, so a director, the company secretary, a senior employee or an outside person can all be given authority for defined tasks. What matters is that the grant is documented and that it matches the type of document.
Before naming anyone, check these points:
- Constitution: it may set who can sign, how many signatures are needed or what the board must approve first.
- Shareholder agreements and loan covenants: they may restrict signing authority for larger or unusual transactions.
- Deeds: for a deed signed without a seal, the signatory must fit one of the section 41B(1) routes, so a manager with a delegation letter is not a substitute.
- Conflicts: a person signing a contract in which they have an interest should be identified to the board first.
- Competence and trust: signing authority can create real obligations, so match the limit to the person.
How do you give someone signing authority?
Pass a written board resolution, record it in the minute book and give the signatory a certified copy. The steps below suit most private companies.
- Identify the documents and the limits: contracts up to a stated amount, bank instructions, tax and regulatory filings, or a single named transaction.
- Check the constitution for restrictions or special approvals, and the company’s key contracts for signing conditions.
- Prepare a board resolution (or a written resolution of the directors) naming the signatory, the scope, the limits, the start date and any end date.
- Have the directors approve it and file it with the minutes; the company secretary keeps the signed original.
- Issue a certified true copy to the signatory and, where needed, to the bank or counterparty. Our guide to tracking bank signatory and director changes shows how to keep the corporate and banking records apart.
- Diarise a review date, so authority does not run on after a role changes.
How do you prove authority to a bank or counterparty?
Give the counterparty a certified copy of the resolution, a current record of who the directors and secretary are and a specimen signature if asked. Each counterparty sets its own requirements, so ask for the checklist first.
| Document or situation | Who signs | Usual evidence of authority |
|---|---|---|
| Deed signed without a seal | People who fit one of the three routes in section 41B(1) | Board resolution approving the deed, plus register of directors and secretary |
| Ordinary commercial contract | A director or a person the board has authorised | Board resolution or delegation of authority, if the counterparty asks |
| Bank account instruction | People named in the bank’s own mandate | The bank’s mandate form and board resolution; each bank decides what it needs |
| Government e-service filing | A person holding the right Corppass role for that service | Corppass role assigned by the company’s Admin |
| Overseas counterparty or bank | Usually a director or the secretary | Certified resolution and often a secretary’s certificate or similar confirmation |
A secretary’s certificate is a private statement by the company or its secretary that certain resolutions, officers and specimen signatures are correct. It is not an ACRA document, and what a given bank accepts varies, so confirm the wording before you prepare it. We will cover it separately.
The bank mandate deserves attention because it is a separate record. A change filed with ACRA does not change who can sign on the account; see our sister-site guide to updating a bank mandate when directors or signatories change.
Authorised signatory or authorised representative: what is the difference?
In everyday use, an authorised signatory signs documents, while a representative deals with an agency on the company’s behalf. For government portals the practical question is which Corppass role someone holds, because that controls what they can submit.
ACRA states that Corppass has been the single login method for all government-to-business transactions since 1 September 2018, and that you need Corppass to file any Bizfile transaction for your entity. The government’s Corppass help page lists these roles:
| Corppass role | What it does |
|---|---|
| Registered Officer (RO) | The key appointment holder, such as a director in ACRA Bizfile, with authority to appoint Corppass Admins |
| Admin | Manages accounts, roles and permissions; for a Singapore-registered entity, must hold a Singapore NRIC or FIN |
| Sub-Admin | Assists the Admin, with more limited access |
| Enquiry User | View-only access for enquiries |
| User | A standard user who can transact with government digital services |
A person with a Corppass Admin account can still see a “not authorised” error if the account lacks access to ACRA Bizfile. ACRA’s guide explains how to check the assigned e-services under My Account in the Corppass portal. For tax filing specifically, see our article on authorising a third party to file your company corporate tax. The official explanations are on ACRA’s page on setting up Corppass access for Bizfile and the government’s page on the types of Corppass roles.
What should you do when a signatory leaves?
Withdraw the authority in every place it was granted, on the same day if possible. Passing a resolution that revokes the delegation is the corporate step, but it does not by itself remove the person from the bank or a portal.
Work through this checklist:
- Revoke the delegation by board resolution and record the effective date.
- Notify the bank in writing using its own process, and ask it to confirm when the mandate has changed.
- Ask the Corppass Admin to remove or reduce the person’s roles.
- Collect any company stamp, tokens, cards and e-signature access.
- Tell key customers and suppliers if the person dealt with them regularly.
- If the person was a director or secretary, update ACRA through the usual filing. Our indoor management article explains why outsiders can rely on documents that look properly signed, which is a reason to move quickly.
Keep the paper trail: the original resolution, the revocation, the bank’s confirmation and the portal change record. If a dispute arises later, that file shows who could sign what, and when.
Frequently asked questions
Does a Singapore company need a common seal to sign documents?
No. Section 41C treats a document as satisfying a seal requirement if it is signed in the manner set out in section 41B(1)(a), (b) or (c) and (3), and the Ministry of Law has described the regime as letting companies execute deeds without a seal. A company may still keep a seal if it wishes.
Can one director sign a contract for the company?
Often yes for an ordinary contract, if the constitution and any board restrictions allow it, but a deed must follow one of the section 41B(1) routes. Check the constitution and any shareholder agreement, and keep the board approval on file.
Is an authorised signatory the same as a director?
No. A director holds an office recorded with ACRA. An authorised signatory is anyone the company has empowered to sign, who may or may not be a director, and the authority can be limited to certain documents.
Does ACRA keep a list of authorised signatories?
ACRA records the company’s officers, but not the people who may sign contracts or operate bank accounts. Those authorities sit in the company’s own resolutions and in each bank’s mandate.
What does a bank usually ask for to add a signatory?
Banks set their own requirements, but a certified board resolution and identity documents for the new signatory are commonly requested. Ask your bank for its current checklist and confirm in writing once the change takes effect.
Can a company secretary sign on behalf of the company?
The secretary can sign where the law or the board’s resolution allows, including as one of the signing combinations in section 41B(1) for a deed. For other documents the secretary needs the same documented authority as any other signatory.
Need help with this?
Our team at Raffles Corporate Services can prepare the resolutions, registers and ACRA filings, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
Email: [email protected]
Call, SMS or WhatsApp: +65 8501 7133
Last reviewed: 9 November 2026. The Editorial Team, Raffles Corporate Services.
Leave A Comment