1. Incorporation
2. Constitution (Memorandum & Articles of Association)
3. Shares and no par value regime
4. Annual returns and financial reporting
5. Execution of documents
6. Accounts, audit, annual general meetings
7. Boardroom excellence
8. Meetings and decision making
9. Enforcement data and transitional issues

Part 5 - Execution of documents

Question 1. With common seal requirement being optional, do you think conflict between 2 teams in boardroom would become more rampant i.e 2 directors may sign off a transaction without the Board's approval?

Answer: The fact that common seal requirement is optional under the law is irrelevant as the directors still have a duty to act within their proper authority. Sections 210 – 234 of the Companies Act 2016 provide for directors’ duties and responsibilities. Directors who breach these requirements may face civil and/or criminal enforcement actions.

Question 2. If a company opts not to have common seal, would other Government authorities, for example the Land Office still requires the company to use common seal during registration?

Answer: The fact that the company opted not to have a common seal does not override the provisions of such requirement under any other written laws. As such, the company may adopt a common seal when it becomes necessary to comply with the requirements of other written laws, for example when dealing with the Land Office.

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Source: SSM