The Companies Act, 2013
Chapter-II Incorporation of Company and Matters Incidental Thereto
Section 22: Execution of bills of exchange, etc.
*22. (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 1[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.
2[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 [**].
*Effective from 12.09.2013.
1. Substituted by the Companies (Amendment) Act, 2015, w.e.f. 29.05.2015[S.O. 1440(E) dated 29.05.2015], for the words “under its common seal,“.
2. Inserted by the Companies (Amendment) Act, 2015, w.e.f. 29.05.2015[S.O. 1440(E) dated 29.05.2015].
3. Omitted by the Companies (Amendment) Act, 2015, w.e.f. 29.05.2015[S.O. 1440(E) dated 29.05.2015], the words “and under his seal shall bind the company and have the effect as if it were made under its common seal“.
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