This article considers, in the context of banking transactions, the recommendations of the Law Society of Singapore’s (LSS) Corporate Practice Committee (CPC) on electronic execution of Singapore law-governed deeds (Singlaw deeds) and the law governing the execution of Singlaw deeds by foreign companies, as set out in the CPC’s 8 August 2025 guidance note, Guidance on the Execution of Deeds under Singapore Law.
Background
Under Singapore common law a deed must, among other things, be signed, sealed and delivered, and written on paper, parchment or vellum (the paper rule). Consequently, banking practitioners have traditionally advised physical execution. A draft Instrument Formalities Bill, 2001, proposed by the Legislation and Law Reform Division of the Attorney-General’s Chambers, would have repealed the paper rule, but it did not proceed.
Electronic execution
Teoh Su Yin
Director
Helmsman
The guide suggests that a Singlaw deed may be electronically executed. However, it does not fully explain the underlying legal issues and risks. The CPC’s view is implicitly based on section 7 of the Electronic Transactions Act, 2010 (ETA). While the guide expressly notes that electronic signatures may not be effective for purposes of executing “indentures”, it does not explain how the exclusion of indentures from the ETA affects the execution of electronic deeds.
CPC members speaking at the LSS Corporate Law Day 2025 suggested that “indenture” should be construed narrowly to mean agreements between debt security issuers and trustees, a construction that reflects US usage of the word. Singapore authorities, on the other hand, have adopted a contrary (and broader) view that an indenture is “a type of deed, which is made between two or more parties” (see par 2.6.10, consultation paper issued by the Infocomm Media Development Authority on a review of the Electronic Transactions Act, dated 27 June 2019, and a 2004 consultation paper specifically about the exclusions of certain instruments from the ETA).
In the author’s view, this wider interpretation also seems more natural in the context of the enactment of the ETA’s predecessor in 1998. Even if “indenture” is narrowly defined and, as a consequence, inter partes deeds commonly seen in banking transactions are removed from the ambit of section 4 of the ETA, uncertainty remains. It is unclear whether section 7 of the ETA displaces the paper rule, which pertains to the media on which writing is to appear, and not the requirement of writing per se. An argument that section 7 covers the paper rule may be persuasive, but the issue is presently unresolved.
The guide also suggests that section 41B of the Companies Act, 1967 (CA), enables Singapore-incorporated companies to execute electronic deeds. But sections 41B and 41C of the CA relate to laws requiring the use of the common seal. They do not deal with electronic signatures and records. Section 41B merely provides alternatives to sealing, and it is not clear if this section, per se, authorises electronic deeds. Lenders typically require security and other documents to be executed as deeds for reasons including those set out in the guide, and prioritise legal certainty. Given the unresolved questions on whether (and, if so, to what extent) the ETA and the CA authorise electronic deeds, lenders may wish to be cautious in adopting the CPC’s recommendations on electronic execution of Singlaw deeds.
Execution by foreign companies
The guide states that a Singlaw deed “should be executed by a foreign company in accordance with the laws of that foreign company’s jurisdiction of incorporation” (paragraph 3.3). It then goes on to discuss possible execution modes under Singapore law provided for in the CA. Considered in light of Singapore’s private international law choice of law rules relating to the execution of Singlaw deeds by foreign companies, the reason for the emphasis on, and the significance of, the laws of the foreign company’s jurisdiction is unclear. The CPC’s formulation may also be inadvertently misconstrued as downplaying the continued critical relevance of Singapore law. It remains essential that a foreign company’s execution of a Singlaw deed complies with substantive Singapore law requirements. The extent to which the laws of the foreign company’s jurisdiction also apply could then be considered based on transaction-specific circumstances.
Conclusion
Proper execution of banking documentation is fundamental. While the guide reflects a pragmatic and modern outlook, pending judicial or legislative clarification, lenders should consider continuing the practice of requiring physical execution of deeds in accordance with substantive Singapore law requirements.
Teoh Su Yin is a director at Helmsman in Singapore
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