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

SECTION 22. EXECUTION OF BILLS OF EXCHANGE, ETC.

[Effective from 12th September, 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][1], 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.][2]

(3) A deed signed by such an attorney on behalf of the company and under his seal shall bind the company [***][3].

[1] Substituted for “under its common seal” by the Companies (Amendment) Act, 2015 vide Notification No. F. No. 1 / 6/ 2015-CL. V dated 29th May 2015.

[2] Inserted by the Companies (Amendment) Act, 2015 vide Notification No. F. No. 1 / 6/ 2015-CL. V dated 29th May 2015.

[3] Omitted words “and have the effect as if it were made under its common seal” by the Companies (Amendment) Act, 2015 vide Notification No. F. No. 1 / 6/ 2015-CL. V dated 29th May 2015.