When to Use Company Seals vs. Rubber Stamps in Singapore Part One
Company Seals
What Is a Company Seal?
In common law jurisdictions such as Singapore, a business seal, also known as a corporation seal, is often used. It is a company's official seal that is used to certify records such as share certificates, contracts, and deeds.
How Does It Look Like?
For the very least, the corporate logo appears on the business seal. It is common for it to have its registration number as well. It's a kind of metallic seal that's used to emboss papers.
When Should It Be Used?
Company seals are used for contracts that must be in writing and sealed by statute. An example is where a corporation executes a contract as a deed, which is typical with paperwork relating to banking and real estate transactions.
However, as of March 31, 2017, there is no longer a need to use the business seal to perform those documents if the protocol outlined in Section 41B of the Companies Act (CA) is observed (details below). In this regard, Section 41A of the CA expressly notes that a corporation does not have to have a company seal.
An organization can execute a deed without a common seal by signature under Section 41B:
- Managing management and a company secretary on behalf of the company;
- On behalf of the company by at least two of its directors; or
- An agent of the firm signs on behalf of the company in the presence of a witness who attests to the signature.
Where a person signs a contract on behalf of more than one organization, the person must sign the document separately in each capacity. Otherwise, it would not be considered signed.
