Section 22: Execution of bills of exchange, etc

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
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Act 2013
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Legal Commentary & Landmark Judgments: Section 22

Section 22 regulates the execution of bills of exchange, promissory notes, and deeds by a company, eliminating the compulsory common seal requirement pursuant to the 2015 Amendment.

  • Commercial Negotiable Instruments: A bill of exchange, hundi, or promissory note is deemed to be executed by a company if drawn, accepted, or endorsed in its name by any person acting under its express or implied authority.
  • Execution of Deeds and Conveyances: A company may authorize any person by power of attorney to execute deeds on its behalf, either under its common seal (if any) or signed by two directors, or one director and the Company Secretary.
  • Extraterritorial and In Rem Effect: Deeds executed by an authorized attorney under this section bind the company both within and outside India, possessing the same legal force as if executed under seal.
Key Landmark Precedents:
  • Kotla Venkataswamy v. Chinta Ramamurthy, AIR 1934 Mad 579: Classic precedent holding that parties dealing with a company are bound to know its public articles; an instrument not executed in the manner prescribed by the articles and statute is void.
  • L.I.C. of India v. Escorts Ltd., (1986) 1 SCC 264: The Supreme Court examined corporate authority in financial dealings, affirming that corporate commitments signed by authorized signatories bind the corporate entity.
Courtroom Practice & Strategic Litigation Guidance:

In conveyance and title investigations, verify whether deeds executed after May 29, 2015 (the 2015 Amendment date) bear either the common seal or the joint signatures of two directors (or one director and the CS) as mandated by Section 22(2) to ensure indefeasible title.