The Companies Act (Amendment) Act 2017 (“CA 2017”) and Limited Liability Partnerships (Amendment) Act 2017 (“LLPA 2017”) were passed on 10 March 2017. In the first of a series of articles on the new changes being introduced by CA 2017 and LLPA 2017, we look at the additional methods of execution of documents introduced by CA 2017 and LLPA 2017.
Prior to the passing of CA 2017 and LLPA 2017, the only mode of executing agreements by way of deed available to Singapore incorporated companies and limited liability partnerships (“LLPs”) was by way of affixing the entity’s common seal to the agreement. Common seals were also required to execute other types of documents like share certificates.
Conditions of use of the common seal would typically be provided for under the company’s constitution or articles of association, or the LLP agreement.
With effect from 31 Mar 2017, companies and LLPs are no longer required to use the common seal to execute deeds or share certificates. Companies and LLPs may execute deeds and share certificates as follows:
| Companies | LLPs |
| By at least 2 directors of the company.
|
By at least 2 partners of an LLP. |
| By at least 1 director and 1 secretary of the company.
|
By a partner of an LLP in the presence of a witness who attests the signature. |
| By a director of the company in the presence of a witness who attests the signature. |
Where a document is to be signed by a person on behalf of more than one company, it is not duly signed by that person unless he signs it separately in each capacity. For example, if a director is signing on behalf of several group companies, he must sign for each of those companies separately.
A director who is also the secretary of the company cannot sign in his capacity as director and as secretary.
Notwithstanding the additional modes of execution now made available to companies for deeds and other documents, companies and LLPs should still consider if further steps need to be taken to authorise the execution of these instruments. For example, companies should review their constitutions and shareholders’ agreements to consider if directors’ resolutions and/or shareholders’ resolutions or consents are required to authorise the execution of certain types of transactions.
For incorporation and corporate secretarial matters please email Candoer Services Pte Ltd at jiekai.koh@candoer.co .
For legal representation, please email Peter Low LLC at jiekaikoh@peterlowllc.com .
