For most of Singapore’s corporate history, the company seal — a physical embossing device engraved with the company name — was the definitive mark of corporate execution. Contracts, deeds, share certificates and property transfers all bore its imprint. Then in 2017, the Companies (Amendment) Act 2017 made the seal optional, and in 2018 it was effectively decoupled from most execution requirements. Today many companies incorporated after 2018 have never owned one.
Yet the seal has not vanished. Older companies still hold them, some overseas jurisdictions still expect them on documents sent from Singapore, and certain acts — like executing a deed in the traditional form — remain cleaner with a seal. This guide sets out what the current law says, when a seal is still useful, and what to do if your company still has one but hasn’t used it in years.
What a Company Seal Is
A company seal is a mechanical or embossing tool bearing the company’s name, and sometimes its Unique Entity Number (UEN), in raised or engraved letters. When pressed against a document, it leaves a physical impression that historically evidenced the company’s execution of that document.
Two types exist:
- Common seal: The primary seal used for domestic execution.
- Official seal (also called an “overseas seal” or “duplicate seal”): A secondary seal used for documents executed outside Singapore, typically an exact replica of the common seal but marked with the country of use.
The Legal Framework: Companies Act Sections 41A and 41B
Section 41A — Company may execute deeds with or without a seal
Introduced by the Companies (Amendment) Act 2017, Section 41A permits a Singapore company to execute a document as a deed without a common seal, provided the document is signed:
- By two directors of the company; or
- By a director and the company secretary; or
- By a sole director (in a single-director company).
The document must be expressed to be executed as a deed. This means that virtually every deed a Singapore company might execute — transfers of property, powers of attorney, statutory declarations, mortgages — can be executed by signature alone.
Section 41B — Optional common seal
Section 41B provides that a company may (but need not) have a common seal. If it does, the seal must state the company name in legible characters. The section also confirms that a company may still use its seal — Section 41A did not abolish seals, it merely made them optional.
Section 41C — Official seal for use overseas
Where a company has a common seal, Section 41C permits it to have an official seal for use in a foreign country. The official seal must be a facsimile of the common seal with the addition of the country’s name.
What Was Changed in the 2017 Amendment
Before the 2017 amendment, Section 41 required that certain documents be executed under seal. This included:
- Deeds (contracts under seal).
- Share certificates.
- Powers of attorney (in some forms).
- Property transfers under the Land Titles Act.
This forced every company to purchase and maintain a seal, keep it under lock and key, and track its use in a register. The 2017 amendment eliminated the requirement for a seal in all these contexts, replacing it with a “signed by two authorised signatories” alternative.
The change reflected a broader ACRA modernisation push: less physical formality, more reliance on named signatures backed by statutory presumption. Similar changes were made to Section 175A (dispensing with AGMs) and Section 184A (written resolutions).
When You Still Might Want a Seal
Despite the reforms, some companies choose to keep and use a seal:
- Overseas counterparties expect one. Banks in Hong Kong, Indonesia and the Middle East sometimes still ask for a sealed copy of a resolution or an authorised-signatory list. Refusing takes explanation.
- Cross-border property transactions. Some foreign registries insist on sealed corporate documents when a Singapore company is buying property offshore.
- Ceremonial signing of long-term contracts. Large distribution agreements, franchise agreements or shareholders’ agreements are sometimes executed under seal for gravity.
- Historical deeds that reference sealing. If an older contract requires “further deeds under the seal of the parties”, a seal simplifies compliance.
- Statutory declarations for use in certain jurisdictions. Some notaries still prefer sealed corporate declarations.
How to Use a Seal Properly Today
If a company has a seal and chooses to use it, the constitution or a board resolution should specify the affixing procedure. Common practice is:
- Board resolution authorising the specific document to be executed under seal.
- Two directors (or director + secretary) present when the seal is affixed.
- Both signatories sign the document immediately adjacent to the seal impression.
- Entry made in the register of the common seal, recording the date, document type, and signatories.
The register of the common seal is not statutory but is best-practice governance. It creates an audit trail that has saved directors from disputed executions on multiple occasions.
Section 41 and Deeds: What Counts as a “Deed”?
Under Singapore common law, a deed is a document that:
- Is expressed on its face to be a deed (usually “This Deed of …”).
- Is signed with the intention of it being executed as a deed.
- Is delivered (either physically or by intention).
Deeds are distinct from ordinary contracts in three ways: they do not require consideration; they have a longer limitation period (12 years vs 6 years for ordinary contracts); and they are the traditional form for certain transactions like property conveyances and powers of attorney.
Under Section 41A, deeds can be executed without a seal — but the document must still be expressed to be executed as a deed. Simply writing “Signed by X” is not enough if the document is meant to have deed effect.
Common Constitution Provisions
Older Singapore company constitutions still contain seal-affixing clauses that read like this:
“The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.”
Under current law, a company can execute the same document without a seal, provided two authorised signatories sign. But the constitution provision is not “wrong” — it simply describes one permitted method. Companies do not need to amend their constitutions to reflect the 2017 changes, though many take the opportunity to modernise when they next revise the constitution.
See our guide to model vs bespoke company constitutions for the drafting choices.
What to Do if Your Company Still Has a Seal
- Keep it secure. Store the seal in the company safe or with the corporate secretary. Lost or misused seals create serious liability.
- Maintain a seal register. Record every use — date, document, signatories.
- Match constitutional practice. If your constitution requires the seal be affixed with two directors’ presence, follow that procedure even if not strictly legally required.
- Decide on modernisation. Some boards vote to formally retire the seal and rely on Section 41A signatures. This can be recorded by resolution.
- Do not destroy the seal without a board resolution. A seal is company property. Its destruction should be documented like any other asset write-off.
New Companies: Do You Need One?
For companies incorporated after 2018, our default recommendation is no seal is needed. Every document a startup or SME will realistically execute — employment contracts, service agreements, share certificates, loan agreements, property leases in Singapore, powers of attorney — can be executed by two-signature under Section 41A. Overseas edge cases can usually be handled by notarising an English translation of the signed document.
Some professional service providers still bundle a seal into their incorporation package by default. If yours does, feel free to decline. Physical seals now cost S$50–S$150 each; keeping the money in the company is a small but real saving.
Foreign Company Branches
For registered foreign companies operating branches in Singapore, execution requirements follow the law of the company’s place of incorporation (Section 391(1)). If Hong Kong law still requires sealing (which it typically does not for private companies after 2014), the Singapore branch should follow it. If Delaware law requires just two officer signatures, the branch may proceed on that basis.
How Raffles Corporate Services Helps
Whether you’re setting up a new company and deciding whether to buy a seal, retiring an old seal, or handling a mixed portfolio where some legacy documents still reference sealing, we handle the corporate secretarial workflow. This includes preparing seal-affixing resolutions, maintaining the register of the common seal, coordinating with overseas counterparties on execution formalities, and advising on Section 41A signature protocols. For companies also revising their constitution, we can bundle seal-related clean-up with a full review — see our bespoke constitution guide and our health-check service for a routine sweep of legacy formalities.
— The Editorial Team, Raffles Corporate Services