New business owners are often surprised to find that nobody at ACRA asks for a company seal when they incorporate. Then a bank form, a supplier from overseas, or a landlord asks them to “chop” a document, and they wonder whether they have missed something. This guide clears up the confusion around the company stamp in Singapore: what is legally required, what is just business habit, and how to sign documents properly either way.
This is general information, not legal advice. For anything high-value or unusual, such as property deeds or documents for use overseas, check with a lawyer or your corporate secretary.
Common Seal, Company Stamp and Chop: What Is the Difference?
These terms get mixed up, so it helps to separate them.
- Common seal. The formal seal of the company, traditionally a metal press that embosses the company’s name onto paper. Historically it was how a company “signed” deeds and important documents.
- Company stamp (rubber stamp). An inked stamp showing the company name and often its UEN (Unique Entity Number) and address. It is an administrative tool, not a formal legal requirement.
- Company chop. A term widely used in Asia, especially by businesses dealing with China, Taiwan, Hong Kong, Japan and Korea. In some of those places, a company chop carries real legal weight, which is why overseas partners may expect one.
Is a Common Seal Required in Singapore?
No. Amendments to the Companies Act that took effect in 2017 made the common seal optional for Singapore companies. A company may still choose to have and use one, but it is not required by law.
The same changes set out how a company can execute documents without a seal. Under the Companies Act, a company can generally sign a document, including a deed, by having it signed on its behalf by:
- two directors; or
- a director and the company secretary; or
- a director in the presence of a witness who attests the signature.
The document should state that it is executed by the company, and if it is meant to be a deed, it should be clear on its face that it is executed as a deed.
Check your constitution. Some companies, especially older ones or those using a custom constitution, have rules about how and when the seal must be used. If your constitution says certain documents must be sealed, follow it, or have it amended properly. ACRA’s website and your corporate secretary can help you understand what your company’s constitution says.
When a Company Stamp Is Still Requested
Even though it is not legally required, a company stamp is still asked for in everyday business. Common situations include:
- Bank account forms and mandates. Some banks ask for a stamp alongside authorised signatures, or let you choose. Requirements vary by bank and change over time, so ask yours.
- Overseas counterparties. Suppliers and partners in places where chops carry legal significance may not accept a document unless it bears one.
- Invoices, delivery orders and quotations. Many businesses stamp these out of habit, and some customers expect it.
- Tenancy agreements and supplier forms. Landlords, agents or vendors may have templates with a “company stamp” box.
- Documents for use abroad. Foreign authorities may ask for documents to be sealed or stamped as well as notarised or legalised.
Getting a simple rubber stamp made is quick and inexpensive, so many companies keep one for convenience. If you do, store it securely and limit who can use it, just as you would with signing authority.
Ways to Execute a Document Compared
| Method | Legal basis in Singapore | Typically used for | Watch out for |
|---|---|---|---|
| Common seal | Optional, if the company has one | Deeds, documents for some overseas parties | Constitution may set rules on who witnesses sealing |
| Two directors or director and secretary signing | Companies Act execution without seal | Contracts, deeds, formal agreements | Make sure signatories are currently in office |
| Director signing with witness | Companies Act execution without seal | Sole-director companies, deeds | Witness should be independent and sign with name |
| Authorised signatory under a board resolution | Company’s internal authority | Routine contracts, bank instructions | Keep the resolution and limits on record |
| Rubber company stamp | No formal legal weight on its own | Invoices, forms, overseas expectations | Does not replace a proper signature |
Signing Without a Seal: Practical Steps
To execute documents smoothly without a common seal:
- Know who can sign. Keep your Bizfile business profile (the company information held by ACRA) up to date so directors and the company secretary are correctly recorded. A counterparty may check it.
- Pass board resolutions for authority. For routine documents, the board can authorise specific officers to sign on the company’s behalf, with any limits. Keep signed resolutions in your company records.
- Use a clear execution block. For example, “Executed by [Company Name] (UEN …) acting by [Director Name], Director, and [Name], Director/Secretary”. If signing as a deed, say so.
- Witness properly. For a sole-director company, the director can sign in front of a witness who adds their name, signature and often address or occupation.
- Add a stamp if asked. A stamp can sit alongside signatures where the other party wants it, but it is the signatures that matter legally in Singapore.
- Check the other side’s rules. For documents to be used in another country, ask the recipient what form of execution, notarisation and legalisation they need. In Singapore, notaries public and the Singapore Academy of Law are involved in authenticating documents for overseas use.
What Business Owners Commonly Get Wrong
- Assuming a stamp makes a document valid. In Singapore, a company stamp alone does not bind the company. Proper signatures by authorised people do.
- Letting staff freely use the stamp. A stamped document can still create confusion or be misused. Keep it secure.
- Ignoring the constitution. Older companies may still have seal-related clauses.
- Forgetting to update records when directors change, leaving outdated signatories on bank mandates.
- Treating overseas chops casually. If you set up a subsidiary or deal in a jurisdiction where chops are legally binding, get local advice on how they are controlled.
If you are still setting up, our guide on how much paid-up capital a Singapore company needs covers another early decision, and stamp duty on shares explains a different kind of “stamping” that applies when shares change hands.
In short, your company does not need a common seal, and a company stamp in Singapore is a convenience rather than a legal requirement. Get your signing authority, records and execution blocks right, keep a stamp handy for those who expect one, and confirm current rules with ACRA or your corporate secretary when in doubt.
Frequently Asked Questions
Do banks in Singapore require a company stamp to open an account? Some banks ask for a stamp alongside authorised signatures, or let you choose. Requirements vary by bank and change over time, so ask your bank before preparing the forms.
How does a sole-director company sign a deed without a common seal? The director can sign in front of a witness who adds their name, signature and often address or occupation. The document should state that it is executed by the company, and as a deed if it is one.
Does an invoice need a company stamp to be valid? No. Many businesses stamp invoices and delivery orders out of habit, and some customers expect it. A company stamp has no formal legal weight on its own and does not replace a proper signature.
Who should be allowed to use the company stamp? Keep it secure and limit access, as you would signing authority. A stamped document can still cause confusion or be misused if staff use it freely. Record authorised signatories in board resolutions.
What do I do if my company’s constitution mentions a seal? Follow it, or have it amended properly. Older companies or those with a custom constitution may have rules on when the seal is used. ACRA’s website and your corporate secretary can help.
Official sources: ACRA