Singapore Expats Forum

Official vs common company seal and requirements thereof

Discuss your views about Singapore business & economy, current policies & issues, starting a business in Singapore.
User avatar
jpatokal
Moderator
Moderator
Posts: 3014
Joined: Tue, 09 Dec 2003
Location: Terra Australis Incognita

Official vs common company seal and requirements thereof

Postby jpatokal » Wed, 26 Apr 2006 8:10 pm

So my good friend Mr. Statutes tell me that some things, like issuing company shares, require a company seal. However, I haven't been able to find the answer to two questions:

1) What, if any, is the difference between a "common seal" and an "official seal"? These two terms seem to be used semi-interchangably in the Companies Act, but I can't find a definition of "official seal' anywhere. (Sec. 1 does explicitly say that any use of the word "seal" is to be taken as "common seal".)


2) Are there any legal restrictions/requirements on what either seal must contain? 144(1)a states that "The name of a company shall appear in legible romanised letters on ... its seal", but that's all I can find.
Vaguely heretical thoughts on travel technology at Gyrovague

User avatar
ksl
Governor
Governor
Posts: 6005
Joined: Mon, 19 Jul 2004
Location: Singapore
Contact:

Re: Official vs common company seal and requirements thereof

Postby ksl » Thu, 27 Apr 2006 12:29 am

jpatokal wrote:So my good friend Mr. Statutes tell me that some things, like issuing company shares, require a company seal. However, I haven't been able to find the answer to two questions:

1) What, if any, is the difference between a "common seal" and an "official seal"? These two terms seem to be used semi-interchangably in the Companies Act, but I can't find a definition of "official seal' anywhere. (Sec. 1 does explicitly say that any use of the word "seal" is to be taken as "common seal".)


2) Are there any legal restrictions/requirements on what either seal must contain? 144(1)a states that "The name of a company shall appear in legible romanised letters on ... its seal", but that's all I can find.


Official seal appears to be used by corporations! but basically the same as common seal, however the head of a corporation would be the offical body all involved would have a common seal


http://statutes.agc.gov.sg/ Companies Act chapter50 can't seem to link direct to the information, but its all in there, maybe it's better to ask them direct, there are specific legal requirements of the seal

User avatar
ksl
Governor
Governor
Posts: 6005
Joined: Mon, 19 Jul 2004
Location: Singapore
Contact:

Re: Official vs common company seal and requirements thereof

Postby ksl » Thu, 27 Apr 2006 12:46 am

ksl wrote:
jpatokal wrote:So my good friend Mr. Statutes tell me that some things, like issuing company shares, require a company seal. However, I haven't been able to find the answer to two questions:

1) What, if any, is the difference between a "common seal" and an "official seal"? These two terms seem to be used semi-interchangably in the Companies Act, but I can't find a definition of "official seal' anywhere. (Sec. 1 does explicitly say that any use of the word "seal" is to be taken as "common seal".)


2) Are there any legal restrictions/requirements on what either seal must contain? 144(1)a states that "The name of a company shall appear in legible romanised letters on ... its seal", but that's all I can find.


Official seal appears to be used by corporations! but basically the same as common seal, however the head of a corporation would be the offical body all involved would have a common seal


http://statutes.agc.gov.sg/ Companies Act chapter50 can't seem to link direct to the information, but its all in there, maybe it's better to ask them direct, there are specific legal requirements of the seal


Certificate to be evidence of title.
123. —(1) A certificate under the common or official seal of a company specifying any shares held by any member of the company shall be prima facie evidence of the title of the member to the shares.

(2) Every share certificate shall be under the common seal of the company or, in the case of a share certificate relating to shares on a branch register, the official seal of the company and shall state as at the date of the issue of the certificate —

(a) the name of the company and the authority under which the company is constituted;

(b) the address of the registered office of the company in Singapore, or, where the certificate is issued by a branch office, the address of that branch office; and

(c) the class of the shares, the amount paid on the shares, the amount (if any) unpaid on the shares and the extent to which the shares are paid up.

(3) Failure to comply with this section shall not affect the rights of any holder of shares.

(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence.

U.K.s.81.


If the company has branch offices, then the company would also have an official seal, as well as the common seal

User avatar
jpatokal
Moderator
Moderator
Posts: 3014
Joined: Tue, 09 Dec 2003
Location: Terra Australis Incognita

Re: Official vs common company seal and requirements thereof

Postby jpatokal » Sat, 06 May 2006 6:53 pm

ksl wrote:If the company has branch offices, then the company would also have an official seal, as well as the common seal

Ah so. So if a company has no branch offices, then just the common seal is sufficient?
Vaguely heretical thoughts on travel technology at Gyrovague

User avatar
ksl
Governor
Governor
Posts: 6005
Joined: Mon, 19 Jul 2004
Location: Singapore
Contact:

Re: Official vs common company seal and requirements thereof

Postby ksl » Tue, 09 May 2006 6:46 pm

jpatokal wrote:
ksl wrote:If the company has branch offices, then the company would also have an official seal, as well as the common seal

Ah so. So if a company has no branch offices, then just the common seal is sufficient?


I'm no expert, but it appears the seals are basically the same, and I assume, that the common seal is sufficient, the only difference being branch offices, when the need to appoint the official head office would be required, for legality reasons. There are however a list of requirements that the seals should fullfil

User avatar
jpatokal
Moderator
Moderator
Posts: 3014
Joined: Tue, 09 Dec 2003
Location: Terra Australis Incognita

Re: Official vs common company seal and requirements thereof

Postby jpatokal » Tue, 09 May 2006 9:26 pm

ksl wrote:There are however a list of requirements that the seals should fullfil

Is there anything other that 144(1)a, which I quote above, and just says that the company's name has to be on it in legible Latin letters?
Vaguely heretical thoughts on travel technology at Gyrovague


  • Similar Topics
    Replies
    Views
    Last post

Return to “Business in Singapore”

Who is online

Users browsing this forum: No registered users and 3 guests