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Use of common seal

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Michelle Lai
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Use of common seal

Postby Michelle Lai » Wed, 12 Jun 2013 5:46 pm

Dear all,

Can it be only one director sign off after affixed the common seal ?Or have to be 1 director + 1 secretary ??

katbh
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Postby katbh » Wed, 12 Jun 2013 5:52 pm

It depends on the document being signed. Corporate accounts, returns, and tax documents should be signed by at least two directors.
Other documents - correspondence, orders etc can be signed by one director.
However all this depends on your company set up and your documents of incorporation. These will set out what directors can and can not do. You also need to consider the Companies Act for matters that are regulated.
What are you signing?

Michelle Lai
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Postby Michelle Lai » Wed, 12 Jun 2013 6:47 pm

Hi , actually we try to amend Memorandum and article of association to allow sign by one director .. BUT we not sure is Companies Act allow to do so ? We try to search Companies act but it silent ...????

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Postby katbh » Wed, 12 Jun 2013 6:53 pm

It depends on if you have a one director company or more directors. This is in the Memo of Assoc.
'Section 145 (1) of the Companies Act states that every company shall have at least one director who is ordinarily resident in Singapore. Section 201 of the Companies Act requires two directors to sign the documents to be submitted with the AR (annual return to ACRA) if the company has more than one director.
ACRA recognises that there may be temporary situations in which a company is unable to obtain the signatures of two company directors for the purposes of filing the AR. For example:
a) where the co-director, whether a foreigner or locally resident, cannot be contacted by the company; or
b) where the co-director has been disqualified from acting as a director (e.g. recently adjudicated bankrupt) or is recently deceased; and the company is unable to appoint another person to be a director immediately.
ACRA is prepared to allow the AR to be filed with only one director’s signature after the company holds its AGM.
It is ACRA’s policy to reject any repeat applications unless there are exceptional circumstances'
So for documents to ACRA (and I suspect to IRAS) you need to have two directors signing (if you have more than one director).

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Postby Strong Eagle » Wed, 12 Jun 2013 11:13 pm

katbh has it right. One director for most things like opening a bank account, adding a credit card, issuing directors fees (assuming your articles of incorporation don't require shareholder approval for directors fees).

Two directors required for all official reports.

Three quarters of all shares held must approval changes to articles of incorporation.

Michelle Lai
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Postby Michelle Lai » Thu, 13 Jun 2013 10:02 am

Dear all ,

Thanks for reply, I got the following in my company MA :

"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 [b]every instrument to which the seal is 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."[/b]

Question :

Is the above is requirement from company act ? And what happen if the company is SINGLE director and the company secretary refuse to sign ??

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Postby Strong Eagle » Thu, 13 Jun 2013 10:23 am

Why is the secretary refusing to sign?

Sounds like something dodgy?


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