A company seal, or common seal, is an official seal by the company to endorse documents like deeds and share certificates. It bears the company’s name and registration number and is a metal contraption used to emboss documents.
The company seal is used for contracts that are required by law to be executed under seal. Usually, these are deeds which involve matters regarding property transactions or banking documents. However, there was an amendment to the Companies Act which states:
41A.—(1) A company may have a common seal but need not have one.
(2) Sections 41B and 41C apply whether a company has a common seal or not.
This came into effect on the 31st of March 2017 and thus there is no longer a need to use the company seal to execute deeds. The company may choose to still maintain the use of the common seal but the common seal is being phased out.
Under section 41B of the Companies Act, a company may execute a deed without the common seal and through the signatures in the following manner:
Execution of deeds by company
41B.—(1) A company may execute a document described or expressed as a deed without affixing a common seal onto the 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.
Company rubber stamp
A company rubber stamp is a rubber stamp used by the company to endorse documents. It bears the name and registration number of the company and in some cases may have the address and contact details of the company. The main reason for a company rubber stamp is stated in section 144 of the Companies Act which states:
(1A) The registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.
Thus if the company name and registration number are already on the document, the use of the company stamp is not needed. For many companies, they may print documents with their company letterhead which bear the required information. The company rubber stamp is not a requirement.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
For more useful articles and videos, visit the Singapore Secretary Services resource page.
If you would like to submit a question or would like us to do an article on certain topics, please email us at [email protected].