Review the appointment and the deed as two separate instruments
Section 22(2) of the Companies Act, 2013 permits a company by writing under its common seal, if any, to authorise a person generally or for specified matters as its attorney to execute other deeds on its behalf inside or outside India. Where the company has no common seal, the proviso specifies authorisation by two directors or a director and the Company Secretary where one has been appointed. Section 22(3) states that a deed signed by such an attorney on behalf of the company and under the attorney’s seal binds the company. This is a separate question from whether the company itself has a common seal. Do not examine only the final signature page while ignoring the instrument that appointed the attorney.
Read the applicable text: Companies Act, 2013: sections 21 and 22(1)–(3).
Distinguish the statutory routes
Section 21 concerns authentication and ordinary company-contract signatures, subject to other provisions. Section 22(1) separately addresses bills of exchange, hundis and promissory notes through express or implied authority. Neither should be used casually to replace the written attorney-authorisation analysis under subsection (2). Identify the actual instrument and its governing execution requirements. This guide is not a universal statement that every commercial document must be executed as a deed or through an attorney.
Establish the company’s seal position
Preserve evidence whether the company has a common seal and which authorisation route was used. The absence of a company seal does not eliminate the statutory signing arrangement for the attorney appointment. Conversely, a seal impression alone does not prove the appointment covered the relevant deed. Identify the directors and any appointed Company Secretary who actually authorised the instrument, their status on the date, and the complete version of the authority. A witness or outside adviser should not be relabelled as the Company Secretary merely to fill a signature slot.
Read the actual mandate before the attorney signs
The authority may be general or restricted by matter, property, counterparty, amount, place, time or conditions. Those restrictions come from the actual instrument; section 22 does not prescribe the fictional monetary limits below. Match the final deed and amendments to that mandate. Keep separate any transaction approval, company borrowing/guarantee restriction, stamp duty, registration, authentication or foreign-law formality that applies. Section 22’s reference to execution outside India does not itself waive those other requirements.
Preserve the execution chain
Retain the complete appointment, authorising corporate record, proof of the relevant signatories’ status, the deed as executed, attorney identity and execution date. Section 22(3)’s wording concerning signature on behalf of the company and the attorney’s seal must be addressed in the review rather than treated as identical to the company’s optional common seal. If facts raise a disputed defect or mandate issue, seek a proper legal assessment and authorised corrective action. Do not backdate authority or assume an administrative upload automatically cures execution defects.
Make the conclusion instrument-specific
State which appointment and deed were reviewed, the authority relied on and any unresolved gap. A valid attorney appointment is not a blanket assurance about the commercial merits or every statutory approval for the transaction. Equally, an execution gap should not be described as invariably producing the same outcome in every dispute. Keep the legal execution conclusion separate from the accounting entry so finance staff do not infer enforceability solely from a posted ledger amount.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: No-seal appointment with one missing authoriser
Assume the company has no common seal and uses the two-director route. The written appointment bears one director’s authorisation. One of two required authorisers is missing. The later attorney signature on three deeds does not itself supply the absent appointment authorisation; review the chain before reliance.
Illustrative example 2: Director and appointed Company Secretary route
The no-seal company has an appointed Company Secretary. Its written appointment is authorised by one director and that Company Secretary: two specified authorisers are evidenced. Verify status, mandate and deed execution too. Counting two signatures without checking the offices would be insufficient.
Illustrative example 3: Property-specific mandate
An attorney instrument identifies four properties but the proposed deed covers six. Two properties are outside the stated list. Prepare a property-reference exception rather than assuming the mandate’s heading expands the specific schedule.
Illustrative example 4: An expressly defined value ceiling
A fictional authority caps an identified deed transaction at ₹50 lakh on its stated measure. The deed commitment is ₹54 lakh, an excess of ₹4 lakh. The ₹50 lakh is an assumed mandate limit, not a section 22 statutory threshold. Assess appropriate authority for the actual deed.
Illustrative example 5: Authority period and execution date
An appointment expressly runs through 30 September. The deed is executed on 3 October, three days later. Preserve the true chronology and examine the mandate gap; do not change the appointment date merely to make the file agree.
Illustrative example 6: Amendment scope is independently tested
An authority specifically covers a lease deed with ₹12 lakh annual commitment. A later proposed amendment adds ₹3 lakh annually, producing ₹15 lakh. The increase is 25%. Determine whether the appointment covers amendments and that revised commitment; the original execution file does not answer that automatically.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Identify the actual instrument | Ordinary contract, negotiable instrument or deed. |
| 2 | Identify the applicable section 22 route | Subsection (1) versus attorney appointment under (2). |
| 3 | Establish the company seal position | Common seal evidence or no-seal route. |
| 4 | Check appointment authorisers | Two directors or director/appointed Company Secretary as applicable. |
| 5 | Preserve the written appointment | Complete signed mandate and schedules. |
| 6 | Read the mandate restrictions | Matter, property, amount, place, period and amendments. |
| 7 | Check separate transaction requirements | Approvals, stamp, registration and foreign formalities as applicable. |
| 8 | Inspect the executed deed | Company capacity, attorney signature and section 22(3) wording addressed. |
| 9 | Record and resolve gaps properly | No backdating; authorised legal/corporate review. |
| 10 | Approve the execution chain | Appointment-to-deed references and express qualifications. |
Sixteen practitioner FAQs
1. Does every ordinary contract require an attorney?
No. Identify the instrument and appropriate statutory route.
2. Does section 21 alone answer every deed question?
No. Review the specific deed and section 22 framework.
3. Can the company authorise execution outside India?
Section 22(2) addresses deeds in or outside India, subject to other applicable requirements.
4. Must the company necessarily have a common seal?
The provision recognises a no-seal route with specified authorisers.
5. Who authorises under the no-seal route?
Two directors, or a director and the Company Secretary where the company has appointed one, as stated in the proviso.
6. Can an unrelated adviser be counted as the appointed Company Secretary?
Do not assume that. Verify the actual office held.
7. Is the attorney appointment itself a written instrument?
Section 22(2) requires writing; preserve the complete authority.
8. Can the mandate be restricted to specified matters?
Yes. The section recognises general or specified-matter authority.
9. Is there a statutory ₹50 lakh limit here?
No. Monetary examples are fictional mandate conditions.
10. Does a property schedule matter?
Yes. Match the deed’s subject to the actual authority, including its schedules.
11. Does original-deed authority always cover amendments?
Read the mandate; do not assume unlimited extension.
12. Are the company seal and the attorney’s seal the same question?
No. Subsections (2) and (3) address different parts of the execution chain.
13. Does section 22 waive stamp or registration law?
No such waiver should be inferred; review the applicable requirements separately.
14. Can later paperwork be backdated to fill a gap?
Preserve the true events and seek appropriate corrective action.
15. Does a posted ledger amount prove execution validity?
No. Accounting and legal execution evidence are separate.
16. What should the final file establish?
The actual appointment, required authorisation, mandate scope and executed deed, with unresolved matters disclosed.