Company Seals vs Rubber Stamps in Singapore: When to Use What
Company Seals
What is a company seal?
A company seal, also known as a common seal, is mostly used in common law jurisdictions like Singapore. It is an official seal used by the company to endorse documents like share certificates, contracts and deeds.
How does it look like?
At the minimum, the company seal contains the company’s name. It usually includes its registration number as well. It is a metallic seal which is used to emboss documents.
When should it be used?
Company seals are used for contracts that are required by law to be in writing under seal. An example is when the company is executing a document as a deed, commonly in documents related to banking and property transactions.
However, with effect from 31 March 2017, there is no longer a need to use the company seal to execute such documents if the procedure in section 41B of the Companies Act (CA) is followed (details below). In relation to that, section 41A of the CA also states explicitly that it is not a must for a company to have a company seal.
Under section 41B, a company may execute a deed without a common seal by signature:
On behalf of the company by a director of the company and a company secretary;
On behalf of the company by at least 2 directors of the company; or
On behalf of the company by a director of the company in the presence of a witness who attests the signature.
Where a document is to be signed by a person on behalf of more than one company, that person has to sign the document separately in each capacity. If not, it will not be considered signed.
In short, the company seal is something that is being phased out in Singapore.
Rubber Stamps
What is a rubber stamp?
A rubber stamp is a stamp used by companies to endorse documents.
How does it look like?
It is a rubber stamp. Generally, the stamp includes the company’s name, registration number and mailing address.
When should it be used?
Under section 144(1A) of the CA, the registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.
Hence, the rubber stamp can be used to stamp the company’s registration number on these specified documents. However, for company documents which already have the company’s name and registration number printed on them, the rubber stamp need not be used. The use of the rubber stamp is more for the convenience of the company.
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