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Section 22 of the Companies Act 2013: Execution of Bills of Exchange, etc.

SECTION-22 (Execution of Bills of Exchange, etc.) under CHAPTER-II (Incorporation of Company and Matters Incidental thereto) of Companies Act 2013:-

(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.




Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link


(2) Section 22 of the Companies Act 2013 was notified by MCA Notification S.O. 2754(E) dated 12th September 2013 (w.e.f. 12th September 2013) - link

(3) Section 22 of the Companies Act 2013 was modified by the Companies (Amendment) Act, 2015 - link ( w.e.f. 29th May 2015 - link ) as under:

  • in sub-section (2),—
    • for the words “under its common seal”, the words “under its common seal, if any,” shall be substituted
    • the following proviso shall be inserted, namely:—
      • “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.”.
  • in sub-section (3),—
    • the words ‘‘and have the effect as if it were made under its common seal” shall be omitted.



This page was last updated on 20th November 2016.

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