A legal document could be anything from a Power of Attorney, to a Will, to something as simple as a Contract to do or sell something.
Executing a legal document traditionally meanings putting your signature to it, to signify that you hereby agree to the terms contained therein, and agree to be bound by the same.
However, sometimes we hear people saying that your contract or will would not be recognized in court if it is not stamped or signed on every page.
So which is myth and which is fact?
Myth 1: You Always Need Witnesses.
Answer: Not necessarily.
Some legal documents do require witnesses, but not all legal documents need to be witnessed during execution. Wills, Power of Attorney are the most common documents that require witnessing, but simple contracts and agreements do not. As a rule of thumb, only documents that are required by law to be attested need to be witnessed, as the primary evidence of the document’s execution is the testimony of the witness that attested the document, as per Section 68 of the Evidence Act 1950. These would include documents required to be attested under the Companies Act & National Land Code.
Myth 2: You Need To Sign Every Page Of A Document.
Answer: This is untrue.
There is no legal requirement that states that you need to sign on every page of a legal document in order to make it valid. However, this is a good practice to follow, as it will be easier to raise doubt should anyone try to alter your Will or Contract (that is, if every page is initialed, the one page that lacks an initial will be seen as more likely forged).
Myth 3: All Contracts Need To Be Stamped In Order To Be Valid.
Answer: This is untrue.
There is also no legal requirement that states that a contract needs to be stamped in order to be valid and enforceable in court. However, under Section 52(1) of the Stamp Act 1949, when you want your copy of the contract to be admitted as evidence in court during a contractual dispute lawsuit, the contract has to be stamped first. Rest assured, there is no time limit for this, and you can have the contract stamped anytime before it is admitted to court. In the meantime, it is still a valid contract and enforceable by law.
Myth 4: Documents Executed By A Company Need To Bear The Common Seal In Order To Be Valid.
Answer: Not necessarily*.
This is now optional, as acquiring a common seal is no longer compulsory under the 2016 changes to the Companies Act. Under Section 66 of the Companies Act 2016, a company can choose to either execute documents by affixing the company’s common seal, or merely by a person acting under its express or implied authority by having the signature of two authorized officers of whom at least one must be a director. For clarity, an “authorized officer” under the Act includes the company’s Directors, Secretaries, or any other person approved to act as an authorized officer by the Board of Directors.
*However, do note that for dealings with the Pejabat Tanah, it is still required to affix the company’s common seal on documents such as Charges and Registrations, so it is more practical to obtain a common seal anyway.
This article was written by Caleb Goh from Marcus Tan & Co’s Litigation Department