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Singapore: Differences between company seals and rubber stamps

September 14, 2022

Singapore has a developed economy, free from corruption and low taxation, attracting many people who want to do business in Asia. After registering the company, the owner receives a standard set of documents, which includes a company seal and rubber stamp. This article will review the differences between seals and stamps and learn the nuances of their use.

Company seals

The company seal, also known as the official seal, is primarily used in common law jurisdictions such as Singapore. It is the official seal used by a company to authenticate documents such as share certificates, contracts, and title deeds.

What does such a seal look like?

At a minimum, the company seal contains the name of the company. It usually also includes the registration number. The seal is metallic and is used for embossing documents.

When should it be used?

Company seals are used for contracts that are required by law to be in writing and with a seal. For example, when a company issues a document as a certificate of ownership registration, usually in documents related to banking and real estate transactions.

However, as of March 31, 2017, it is no longer necessary to use a company seal to complete such documents if they comply with the procedure under section 41B of the Companies Act. In this regard, section 41A of the Companies Act also explicitly states that a company does not need to have an official seal.

Under section 41B, a company may enter into an agreement without the use of the official seal if signed:

1. By a director and secretary on behalf of the company;

2. By at least 2 directors on behalf of the company; or

3. By a director on behalf of the company in the presence of a witness certifying the signature.

If a document is to be signed by a person on behalf of more than one company, then such person must sign the document separately in each position. Otherwise, the paper will not be considered signed.

Therefore, the need for a company seal in Singapore is gradually disappearing.

Rubber stamps

A rubber stamp is a stamp used by companies to certify documents.

What does this stamp look like?

As a rule, the stamp includes the company's name, registration number and postal address.

When is it used?

Under section 144(1A) of the Companies Act, the company registration number must be legibly indicated on all business letters, account statements, invoices, official notices and publications of the company or publications issued by the company, which must be made public or signed by it or on behalf of the company.

Therefore, a rubber stamp can affix the company registration number on the above documents. However, the rubber stamp does not need to be used for company documents that already contain the company's name and registration number. The rubber stamp is used mainly for convenience.

If you have any questions regarding the above information, company registration and relocation to Singapore, Eltoma specialists will be happy to answer them. You can contact us by any phone number listed on the site or via e-mail. We are waiting for your requests!

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