Does a Malaysian Company Still Need a Common Seal to Sign Contracts?

Four-question decision tree

Choose the signing route before the pen touches the document

1. What is it: an ordinary contract, a deed, a statutory form, a land instrument or another document with special formalities?
2. What requires execution: check the written law, the company's constitution, the board resolution and the agreement itself.
3. Who has authority: identify the approved signatory and keep the resolution, delegation or other evidence of express or implied authority.
4. Which method applies: use the common seal correctly if chosen, or follow section 66's signature combination where that formal route applies.

Why this matters

The confusion comes from treating three different things as one: an everyday rubber company stamp, a formal common seal and a person's authority to bind the company. A supplier may insist that every page be stamped, while a director may assume one signature always binds the company. Neither shortcut answers the legal question.

Start with the document and the source of the signing requirement. An ordinary purchase contract, a deed and an instrument lodged with a public authority may need different treatment. The Companies Act provides routes for company contracts and formal execution, but it does not erase a company's constitution, board controls, the agreement's signature clause or another written law.

What the law says

Section 61 makes the basic position clear: a company may have a common seal. If it chooses to have one, the seal must bear the company's registered name and company registration number in legible romanised characters. Optional does not mean informal; the company should control who keeps and uses the seal and follow its constitution and approvals.

Section 64 deals with company contracts. A contract may be made by the company in writing or orally through a person acting with its express or implied authority, subject to any law that requires writing or another formality. This is why every routine contract does not automatically require two directors, a witness or a common seal. The factual issue is whether the person had authority and whether that type of contract has special requirements.

Section 66 is the formal execution route for a document required by written law, resolution, agreement or constitution to be executed in that way. A company may execute it under its common seal or by signature. Without the seal, it is signed by at least two authorised officers, one of whom must be a director; for a sole-director company, that director signs in the presence of a witness who attests the signature. An authorised officer includes a director, secretary or another person approved by the board.

A document signed in accordance with section 66 has the same effect as if executed under the common seal. Section 67 adds that a company may execute a document as a deed if it is duly executed under section 66 and delivered as a deed. Delivery is a separate concept: a perfectly signed document may still raise a question about when the parties intended it to take effect.

SSM's execution FAQ warns that making the seal optional under the Companies Act does not override a seal requirement in another written law. That matters especially for specialised instruments and dealings with a public authority. Do not assume an officer at the counter can waive a statutory formality, and do not assume the Companies Act signature route displaces every land or sector-specific rule.

How does this impact me?

Example — ordinary supply agreement: A sales manager signs a routine order accepted by the company. The question may be authority under section 64, not whether a common seal appears. Keep the delegation, approved limits, accepted terms and final signed version. A job title alone may not prove unlimited authority.

Example — formal two-officer execution: A financing document expressly requires execution under section 66. The company uses two authorised officers, one of whom is a director. It should preserve the board approval and evidence of each signer's office or approval rather than relying only on the signature blocks.

Example — sole-director company: The sole director signs a document through section 66 without a seal. The director signs in the presence of a witness who attests the signature. The witness should actually observe the signing; adding a witness name later would not truthfully record what happened.

Example — authority or land instrument: A party says that the company's usual two-signature method is insufficient for a particular statutory instrument. Pause and obtain the current written requirement from the responsible authority or conveyancing lawyer. Do not add a seal after signing or backdate a resolution to make the file look complete.

Key lessons

The first lesson is to separate validity, authority and proof. A contract can be validly formed without a common seal, yet the individual who signed may have exceeded an internal limit. Conversely, an embossed page does not prove that the board authorised the transaction. Keep the constitution, board resolution, delegation, signature specimen where appropriate and the final document together.

The second lesson is to classify before signing. Mark whether the document is an ordinary contract, a document requiring formal execution, or a deed, and identify any other statute or filing authority involved. Ask about the counterparty's signature requirements early. This prevents a closing-day argument over a seal, witness or missing director.

Bottom line

A Malaysian company does not need a common seal merely because it is signing a contract. Use section 64 for an authorised company contract where appropriate, or satisfy section 66 when formal execution is required. Check the constitution, approvals, agreement and any other written law, then preserve the evidence showing why the chosen signatory and method were valid.

Detailed steps

• Identify the document type and obtain the complete signature, execution, witness and delivery clauses before arranging any signing.
• Check the company's constitution, board resolutions and delegations to confirm who may approve and sign this transaction and within what limits.
• If relying on section 64, retain evidence of the signer's express or implied authority and the final terms accepted by the company.
• If using section 66 without a seal, verify the two authorised officers and director requirement, or the sole director and attesting witness route.
• For a deed, land instrument, statutory form or authority filing, obtain current advice on the additional formality instead of assuming the Companies Act is the only rule.
• Keep the final signed version, board approval, delegation, witness details where relevant and evidence of delivery; never backdate or add a seal later to repair the record.