Chapter II - Incorporation of Company and Matters Incidental Thereto
Section 21
Section 21: authentication of documents and contracts
Unless another Act provision says otherwise, Board-authorised key managerial personnel, officers or employees may sign documents, proceedings and contracts for the company.
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Need advice on Section 21?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
Save as otherwise provided in this Act,— (a) a document or proceeding requiring authentication by a company; or (b) contracts made by or on behalf of a company, may be signed by any key managerial personnel or an officer or employee of the company duly authorised by the Board in this behalf.
Introduction
Section 21 identifies who may authenticate a company document or proceeding, or sign a company contract, when another provision does not impose a different rule. Board authorisation is the central condition.
The words “or employee” were added by section 7 of the Companies (Amendment) Act, 2017, in force from 9 February 2018 under notification S.O. 630(E).
Key takeaways
Board authority
The signer must be duly authorised by the Board.
Eligible signers
A key managerial person, officer or employee can sign within the section’s wording.
Specific rules control
The opening phrase preserves other Act provisions that prescribe a different authentication method.
Identify the act of signing
Determine whether the item is a document or proceeding requiring authentication by the company, or a contract made by or for it. Check first for any more specific Companies Act requirement.
Confirm Board authorisation
Locate the Board resolution or other valid record duly authorising the key managerial person, officer or employee. Check its scope, effective date and any limit relevant to the document or contract.
Practical preparation
Classify the item; check special formalities; identify the signer’s role; retrieve the Board authority; retain the signed instrument and authorisation together.
Practical checklist
Do
- Use a clear Board authorisation identifying scope and signer.
- Check any specific statutory signature rule first.
Avoid
- Do not infer signing authority from a job title alone.
- Do not use section 21 to displace a special Act provision.
Illustrative example
Hypothetical: employee signs a contract
An employee in a company’s purchasing team is asked to sign a supply contract.
Check rule
Confirm no specific Act provision requires another form of execution.
Verify authority
Review the Board authorisation for the employee and contract type.
Retain
File the signed contract with the authorisation record.
Outcome
- The signature can fall within section 21 when the employee is duly authorised by the Board.
Glossary
- Authentication
- Company-authorised signing or verification of a document or proceeding.
- Key managerial personnel
- The statutory category of senior company personnel referred to in the Act.
Frequently asked questions
Does section 21 limit signing to directors?
No. Section 21 does not refer to directors as such. It allows signing by any key managerial personnel or an officer or employee of the company duly authorised by the Board, unless another provision of the Act says otherwise.
Is a job title enough?
No. The person must be duly authorised by the Board for the act in question.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026