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

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.

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.

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