Starting a Business - Questions about Common Seals and Stamps

[Strong Eagle]

There are 65 references to the word "seal" in the Companies Act. About half of the refer to the "hand and seal" of the Corporate Registrar. My view is this: The language of 41 (4) says "A document or proceeding". A share certificate is a document. Therefore the seal is not required. This would also apply to the other 30 odd company act "seal" entries where the company seal is stamped upon a document.

Either section 41 (4) applies to all documents or there would need to be exclusions stated. I didn't see any exclusions, and therefore, applies to all references of "seal".

But... if it floats your boat, buy a seal. I think you can get one made for S$75. Overall, though, seals are not used anymore in many countries.

[neoex11]

There are 65 references to the word "seal" in the Companies Act. About half of the refer to the "hand and seal" of the Corporate Registrar. My view is this: The language of 41 (4) says "A document or proceeding". A share certificate is a document. Therefore the seal is not required. This would also apply to the other 30 odd company act "seal" entries where the company seal is stamped upon a document.

Either section 41 (4) applies to all documents or there would need to be exclusions stated. I didn't see any exclusions, and therefore, applies to all references of "seal".

But... if it floats your boat, buy a seal. I think you can get one made for S$75. Overall, though, seals are not used anymore in many countries.

How about execution of deed that require validity more than 6 years, more than the limitations act. Is that possible I amend the seal would only require 1 director to sign, so that I don't have to keep engage my company sect everytime I execute a deed, in a way to save cost.

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[Strong Eagle]

What kind of deed?

[neoex11]

What kind of deed?

Warranty, as a construction company providing 10 years warranty of waterproofing, etc. To the employer.

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[Strong Eagle]

By warranty deed then, you mean you are executing a document, given to the buyer, which states that you guarantee your work for 10 years and will provide certain actions or compensation if the work does not last ten years? Is that the type of "deed" you are referring to?

[neoex11]

By warranty deed then, you mean you are executing a document, given to the buyer, which states that you guarantee your work for 10 years and will provide certain actions or compensation if the work does not last ten years? Is that the type of "deed" you are referring to?

Yes

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[Strong Eagle]

Maybe you know something that I don't but I don't see that a seal, or lack of a seal, makes any difference whatsoever in the terms of the contract or its enforceability in the courts. In fact, I judge that only a very small set of contractual documents even need to have a signature to be enforceable.

E. Electronic Transactions Act

8.2.9 The Electronic Transactions Act (Cap 88, 1999 Rev Ed) (‘ETA’) clarifies that, except with respect to the requirement of writing or signatures in wills, negotiable instruments, indentures, declarations of trust or powers of attorney, contracts involving immovable property and documents of title (s 4(1)), electronic records may be used in expressing an offer or acceptance of an offer in contract formation (s 11). A declaration of intent between contracting parties may also be made in the form of an electronic record (s 12). The ETA also clarifies when an electronic record may be attributed to a particular person (s 13) and how the time and place of despatch and receipt of an electronic record are to be determined (s 15).

Maybe your buyer wants something that is chopped to look more "official" but as I read Singapore contract law, the absence of a chop in no way affects your obligations under the contractual promises you have made. Nor can I find any time frames that say a contract would be treated differently.

http://www.singaporelaw.sg/sglaw/laws-o ... /chapter-8

[neoex11]

Maybe you know something that I don't but I don't see that a seal, or lack of a seal, makes any difference whatsoever in the terms of the contract or its enforceability in the courts. In fact, I judge that only a very small set of contractual documents even need to have a signature to be enforceable.

E. Electronic Transactions Act

8.2.9 The Electronic Transactions Act (Cap 88, 1999 Rev Ed) (‘ETA’) clarifies that, except with respect to the requirement of writing or signatures in wills, negotiable instruments, indentures, declarations of trust or powers of attorney, contracts involving immovable property and documents of title (s 4(1)), electronic records may be used in expressing an offer or acceptance of an offer in contract formation (s 11). A declaration of intent between contracting parties may also be made in the form of an electronic record (s 12). The ETA also clarifies when an electronic record may be attributed to a particular person (s 13) and how the time and place of despatch and receipt of an electronic record are to be determined (s 15).

Maybe your buyer wants something that is chopped to look more "official" but as I read Singapore contract law, the absence of a chop in no way affects your obligations under the contractual promises you have made. Nor can I find any time frames that say a contract would be treated differently.

http://www.singaporelaw.sg/sglaw/laws-o ... /chapter-8

The reason is that the warranty have to be 10 years, which contract executed under hand is limit to 6 years, whereas deed executed under seal valid till 12 years.

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[Strong Eagle]

The reason is that the warranty have to be 10 years, which contract executed under hand is limit to 6 years, whereas deed executed under seal valid till 12 years.

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Can you give me a citation or reference for this, please?

[neoex11]

The reason is that the warranty have to be 10 years, which contract executed under hand is limit to 6 years, whereas deed executed under seal valid till 12 years.

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Can you give me a citation or reference for this, please?

http://www.designingbuildings.co.uk/wik ... under_hand

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[Strong Eagle]

That's the UK... I thought you were talking about Singapore?

[Strong Eagle]

My judgment is that you can execute a deed without the corporate seal but you should check with an attorney before committing. There are two things:

Companies Act:

Execution of deeds
(5) A corporation may by writing under its common seal empower any person, either generally or in respect of any specified matters, as its agent or attorney to execute deeds on its behalf and a deed signed by such an agent or attorney on behalf of the corporation and under his seal, or, subject to subsection (7), under the appropriate official seal of the corporation shall bind the corporation and have the same effect as if it were under its common seal.
[UK, 1948, s. 34; Aust., 1961, s. 35 (3)]

I see this as saying that a company can empower a person to execute deeds under their own signature and seal as opposed to having to use the company seal.

Also, refer to page 7 of this document: http://www.herbertsmithfreehills.com/-/ ... e%20d3.pdf

I would read this that the company can specify the manner in which a contract is represented as a deed, and indeed (no pun intended), this article suggests that seals will be eliminated entirely, and the document only needs to state that it is being executed as a deed.

http://www.cnplaw.com/cnpupdate/Media/C ... cution.pdf

Finally, this last page seems to support my supposition that an authorized person can sign a deed without the need for a company seal.

http://www.plchosted.com/multimedia/ima ... cution.pdf

[FMaccounting]

A share certificate will require a common seal to be affixed on it. I know some people may tell you that no one will check if you really have a share certificate done up. I actually have clients who told me that their previous corporate secretary persuaded them that they don't need to do it as nobody checks. I'm not sure if they gave this advice because they want to reduce their workload. I believe that is not the correct way to advise your clients and the proper advice should be given in accordance to the Singapore Company Law. If there is any case on the disputes of shares, you will not have any other documents to fall back on. All statutory documents should be done up properly so that your company is legally and fully incorporated. The rubber stamp is more for own documents such as invoices issued to your customers.

[ecureilx]

A share certificate will require a common seal to be affixed on it. I know some people may tell you that no one will check if you really have a share certificate done up. I actually have clients who told me that their previous corporate secretary persuaded them that they don't need to do it as nobody checks. I'm not sure if they gave this advice because they want to reduce their workload. I believe that is not the correct way to advise your clients and the proper advice should be given in accordance to the Singapore Company Law. If there is any case on the disputes of shares, you will not have any other documents to fall back on. All statutory documents should be done up properly so that your company is legally and fully incorporated. The rubber stamp is more for own documents such as invoices issued to your customers.

O... ok.

Useful info.

Would you like to start a new thread with your great info so it can be a sticky?

[sundaymorningstaple]

Frankly, he would be better advised to buy a forum advertisement sticky thread. Then he could pontificate to his hearts content and not have to worry about overstepping his boundaries by inadvertently advertising in the forums. If he buys a sticky thread he can post in that thread to his hearts content and if he knows his poo, his help in the forum will possibly cause his business to grow without running afoul of our policies against soliciting or advertising.

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