Companies Act Section 22 — Execution of bills of exchange, etc

CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO

Commercial / Corporate

Summary

Sub-section (1) states that a bill of exchange, hundi, or promissory note is treated as having been made, accepted, drawn, or endorsed on behalf of a company if it is done in the company's name, or on its behalf or account, by any person acting with the company's authority, whether that authority is express or implied.

Sub-section (2) allows a company to authorise any person, by a written document, to act as its attorney for executing other deeds on its behalf. This authorisation can be general or limited to specific matters, and it can be used in any place inside or outside India. If the company has a common seal, the authorisation is made under that seal. If the company does not have a common seal, the authorisation must be made by two directors, or by one director and the Company Secretary, if the company has appointed a Company Secretary.

Sub-section (3) provides that a deed signed by such an attorney on behalf of the company, and under the attorney's seal, will bind the company.

Official Text

(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 2[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: 3[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 4***. PART I.—Public offer