With effect from 31 Mar 2017, companies and limited liability partnerships (LLPs) are no longer required to use the common seal in the execution of documents as a deed, or other documents such as share certificates.Companies and LLPs can execute documents by having them signed by authorised persons.
Authorised persons for companies
- A director and the secretary of a company;
- Two directors of a company; or
- A director of a company in the presence of a witness who attests the signature
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Authorised persons for LLPs
- Two partners of an LLP; or
- A partner of an LLP in the presence of a witness who attests the signature.
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Frequently Asked Questions
Q: Can companies and LLPs choose to retain the use of a common seal?
A: Yes, companies and LLPs can choose to retain the use of a common seal based on business needs.
Q: What are the safeguards for ensuring authenticity and authority of documents executed by companies and LLPs after the requirement for a common seal is removed?
A: Companies should execute documents by having documents signed by:
- a director and the secretary of a company;
- two directors of a company; or
- the director of the company in the presence of a witness who attests the signature.
LLPs should execute documents by having them signed by:
- two partners of an LLP; or
- a partner of the LLP in the presence of a witness who attests the signature.
Q: If a company’s constitution has specific provisions on how a deed or document should be executed, can it still execute a deed or document by way of the new “authorised persons” option as listed above?
A: Yes, a company can still choose to execute the deed or document by way of the new “authorised persons” option, subject to it obtaining legal advice in cases of doubt.
Q: For an existing company, if it wishes to remove the provisions of the common seal from its constitution, how should this be done?
A: This can be done by amending its constitution, upon obtaining legal advice, where necessary.
Q: For a newly incorporated company, what should a company do if it chooses not to have a common seal?
A: The newly incorporated company should ensure that its constitution does not contain any provision for a common seal. Note that if the company intends to adopt the Model Constitution, it should take steps to opt out from the provisions referring to the common seal.