Singapore legislation

Clause 6

of Companies (Amendment) Bill

Clause 6

New sections 41A, 41B and 41C

The Companies Act is amended by inserting, immediately after section 41, the following sections:“Common seal41A.—

(1)

A company may have a common seal but need not have one.(2) Sections 41B and 41C apply whether a company has a common seal or not.Execution of deeds by company41B.—

(1)

A company may execute a document described or expressed as a deed without affixing a common seal onto the document by signature —

(a)

on behalf of the company by a director of the company and a secretary of the company; (b)on behalf of the company by at least 2 directors of the company; or

(c)

on behalf of the company by a director of the company in the presence of a witness who attests the signature.(2) A document mentioned in subsection (1) that is signed on behalf of the company in accordance with that subsection has the same effect as if the document were executed under the common seal of the company.(3) Where a document is to be signed by a person on behalf of more than one company, the document is not considered to be signed by that person for the purposes of subsection (1) or (2) unless the person signs the document separately in each capacity.(4) This section applies in the case of a document mentioned in subsection (1) that is executed by the company in the name or on behalf of another person, whether or not that person is also a company.Alternative to sealing 41C. Where any written law or rule of law requires any document to be under or executed under the common seal of a company, or provides for certain consequences if it is not, a document satisfies that written law or rule of law if the document is signed in the manner set out in section 41B(1)(a), (b) or (c) and (3).”.