Alternatives to Sealing


As mentioned in our earlier blog post, it is no longer a mandatory requirement for companies incorporated in Singapore to affix common seal while executing legal documents with effect from 31 March 2017.

Without the use of common seal, how should your Company execute documents?

Provisions under Companies Act

The answer lies in Section 41B (1) of the Companies Act 1967, which provides 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.”

This is to ensure that there are safeguards for ensuring authenticity and authority of documents executed by Singapore-incorporated companies.

New execution clause for Deeds

For execution of deeds on or after 31 March 2017, a company incorporated in Singapore may choose to adopt any of the following sample execution clauses, if it does not intend to affix its common seal.

Signed by 1 director and 1 secretary or 2 directors
EXECUTED and DELIVERED as a deed
For and on behalf of
[insert name of company]
By:
 
_____________________
[Insert name]
Director
 
_____________________
[Insert name]
Director/Secretary

 

Signed by 1 director in the presence of an attesting witness

EXECUTED and DELIVERED as a deed
For and on behalf of
[insert name of company]
By:
 
_____________________
[Insert name]
Director


In the presence of:
 
_____________________
[Insert name of witness]
[Insert address of witness]

New execution clause for Share Certificates

Section 123(1) of the Companies Act 1967 provides that “A certificate under the common or official seal of a company specifying any shares held by any member of the company is prima facie evidence of the title of the member to the shares.”

However, Section 41C of the Companies Act 1967 provides 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 it is not, a document satisfies that written law or rule of law if the document is signed.”

Hence, for issuance of share certificates on or after 31 March 2017, a company incorporated in Singapore may choose to adopt the following sample execution clause, if it does not intend to affix its common seal on the share certificate.

Issued pursuant to Sections 41B and 41C of the Companies Act 1967
 
 
_____________________
Director
 
_____________________
Director/Secretary
 

If you have purchased any of SimpliReso's share-related templates which contain a share certificate template, feel free to replace the execution clause with the above if your Company does not intend to affix its common seal on the share certificate(s).

 


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