Chapter II - Incorporation of Company and Matters Incidental Thereto
Section 22
Section 22: execution of bills and deeds
An authorised person may make or endorse specified negotiable instruments for the company; a company may also authorise an attorney to execute deeds.
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Need advice on Section 22?
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
(1) A bill of exchange, hundi or promissory note shall be deemed to have been made, accepted, drawn or endorsed on behalf of a company if made, accepted, drawn, or endorsed in the name of, or on behalf of or on account of, the company by any person acting under its authority, express or implied. (2) A company may, by writing under its common seal, if any, authorise any person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf in any place either in or outside India: Provided that in case a company does not have a common seal, the authorisation under this sub-section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary. (3) A deed signed by such an attorney on behalf of the company and under his seal shall bind the company.
Introduction
Section 22 addresses two execution routes. Subsection (1) recognises express or implied authority for a bill of exchange, hundi or promissory note made in the company’s name or on its account. Subsections (2) and (3) govern written attorney authority and deeds.
Since section 6 of the Companies (Amendment) Act, 2015 came into force on 29 May 2015, the common seal is optional in this section. A company without a seal makes the written authorisation through two directors, or a director and the Company Secretary where one has been appointed.
Key takeaways
Express or implied authority
An authorised person’s specified negotiable instrument can be deemed made or endorsed on the company’s behalf.
Written attorney authority
A company may authorise a person in writing, generally or for specified matters, to execute deeds inside or outside India.
No seal route
Without a common seal, two directors or a director and appointed Company Secretary make the written authorisation.
Check a negotiable instrument
For a bill of exchange, hundi or promissory note, identify the person who made, accepted, drew or endorsed it; confirm it was in the company’s name, behalf or account and that express or implied authority existed.
Authorise an attorney for deeds
Prepare the written authorisation, specifying whether it is general or matter-specific. If the company has a common seal, section 22(2) permits its use. If it has no seal, use two directors or a director and the Company Secretary where one has been appointed.
Confirm the deed execution
A deed signed by the authorised attorney on the company’s behalf and under the attorney’s seal binds the company under subsection (3). Preserve the written authorisation and the deed together.
Practical preparation
Identify the instrument type, company name and signer; document express or implied authority; use the appropriate written attorney authorisation route; retain the deed and authority record.
Practical checklist
Do
- State the scope of attorney authority clearly.
- Record which no-seal signature route was used.
- Keep evidence of implied authority when relying on it for a negotiable instrument.
Avoid
- Do not assume every employee can bind the company on a bill.
- Do not treat a common seal as mandatory after the amendment.
Illustrative example
Hypothetical: overseas deed
A company without a common seal needs an attorney to execute a deed outside India.
Write
Prepare an authorisation identifying the attorney and scope.
Sign
Have two directors, or a director and the appointed Company Secretary, make the authorisation.
Execute
The attorney signs the deed on the company’s behalf under the attorney’s seal.
Outcome
- The written authority and deed can follow the section 22 execution route.
Glossary
- Hundi
- An instrument named in section 22 alongside bills of exchange and promissory notes.
- Attorney
- A person the company authorises in writing to execute deeds on its behalf.
Frequently asked questions
Is a company seal mandatory for attorney authority?
No. Section 22(2) gives a no-seal authorisation route using two directors or a director and an appointed Company Secretary.
Can authority for a bill be implied?
Yes. Subsection (1) expressly recognises express or implied authority for the named instruments.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026