Commonwealth countries have traditionally been making it mandatory to have a common seal.
Recently requirement to have a common seal has been abolished by some of the countries.
However as per Singapore laws, it is mandatory for every Singapore registered company to have a common seal.
How does Common Seal look like?
Common seal is a metallic seal which doesn’t use any ink. When affixed on any document it leaves an embossed impression (like the printing on credit card).
Traditionally common seal used to be quite bulky and heavy however now a days pocket size common seals are available.
Normally common seals of the Singapore company contain full name of the Singapore company and its registration number.
What is the legal significance of Common Seal?
Common seal of a Singapore company acts like a signature of a Company.
Companies are legally considered artificial juridical person. In the same way natural persons can enter in to an agreement or any transaction by placing his or her signatures, Companies can do so by affixing the common seal instead of placing signatures.
What is the procedure for affixation of common seal?
The procedure for affixation of common seal of a Singapore Company is normally prescribed in its articles of association.
Normally the witnessing of affixation of common seal (countersigned) is to be done by any two directors or one director and one company secretary of the company.
A board resolution is required to be passed by the Singapore company to authorise the affixation of common seal before common seal can be affixed on any document.
How to physically affix common seal on the document?
Common seals are to be operated in the same way as using a stapler.
If the common seal is a pocket seal, there may be a need to place the seal area in the prescribed socket before using it.
A red sticker (like one shown in picture above in this post) is affixed on the document before affixing common seal. However it is not mandatory to affix red common seal sticker. It just makes common seal embossment more visible in photocopies or scans of the document.
What are the documents on which common seal is normally affixed?
- Share certificates
- Loan documents
- Share application forms of other companies
- Share transfer forms of other companies
- Certificate of appointment of corporate representative
- Other important legal agreements, etc
Where to get the Common Seal of the Company?
Normally company secretary of the company keeps the common seal of the company.