Ask whether a Singapore company needs a common seal and the answer is no, and has been since 2017. Yet plenty of companies still own one and use it. This guide explains what the law says and the situations where a seal is still used. It is general information, not legal advice: for a particular document, check with your company secretary or lawyer.

What changed in 2017

The Companies (Amendment) Act 2017 removed the requirement for a company to have a common seal, with effect from 31 March 2017. Under section 41A of the Companies Act, a company may have a common seal but need not have one.

Section 41B lets a company execute a deed without a seal, by signature on its behalf by:

  • a director and the company secretary;
  • at least two directors; or
  • one director, in the presence of a witness who attests the signature.

A document signed this way has the same effect as if it had been executed under the common seal. ACRA's guidance on the amendments notes that companies no longer have to use the seal for deeds, or for other documents such as share certificates. These provisions apply to companies incorporated in Singapore.

Why companies still use one

Their constitution provides for it

Many companies, especially older ones, have a constitution that describes how the seal is used: typically only with the directors' authority, with each sealed document signed by a director and the secretary or a second director. A company can keep working that way, or amend its constitution. If you are not sure what yours says, your company secretary can tell you.

Share certificates

Some companies still seal their share certificates, out of habit or because their constitution says so. A sealed certificate looks formal and is easy to recognise as an original.

Deeds and formal documents

Deeds, powers of attorney and similar documents can be signed under section 41B, but some templates still have a space for the common seal. If a document you receive has one, either seal it or ask whoever prepared it to change the signing block.

The other side asks for it

Some banks, landlords and overseas partners are used to sealed documents and may ask for one. Documents for use abroad are a common example, because other countries have their own rules on how companies sign.

Tradition

For some directors a seal is simply part of doing things properly: a formal finish for certificates and important agreements.

If you keep a seal

  • Agree who holds it: usually a director or the company secretary, with the seal locked away. Our guide to who should keep the company stamp applies to seals too.
  • Record each use: the date, the document and who authorised it.
  • Keep it up to date: if the company changes its name, the seal needs replacing just like the stamp; see changed company name or address.

Seal or stamp?

They do different jobs. An ink company stamp is for everyday paperwork such as invoices, delivery orders and letters; a seal is for a handful of formal documents. Many companies have a stamp and no seal, and some have both. See company stamp vs common seal for a side-by-side comparison, and is a company stamp mandatory for the stamp side of the question.

If you want a seal, our Pocket Seal (Common Seal) is a 35mm hand-held seal designed with the same generator as your stamp. Design one on the buy page.