Section 21 of the Companies Act, 2013: Authentication of Documents, Proceedings and Contracts
Section 21 explains who may sign a document or proceeding requiring authentication by a company, and who may sign a contract made by or on behalf of a company. The provision is short, but it is important for corporate authority and internal signing controls.
Current provision of Section 21
Section 21 - Authentication of documents, proceedings and contracts.
Save as otherwise provided in this Act,-
(a) a document or proceeding requiring authentication by a company; or
(b) contracts made by or on behalf of a company,
may be signed by any key managerial personnel or an officer or employee of the company duly authorised by the Board in this behalf.
The opening words, "Save as otherwise provided in this Act", mean that Section 21 operates as a general rule. Where another provision of the Companies Act, 2013 prescribes a particular person, manner, approval or execution requirement for a specific document or transaction, that specific requirement must also be followed.
What Section 21 means
Section 21 permits corporate authentication through specified individuals rather than requiring every document or contract to be signed by the Board collectively. For documents and proceedings requiring company authentication, and for contracts made by or on behalf of the company, the signature may be given by a key managerial person or by an officer or employee who has been duly authorised by the Board.
The provision should be read as an authority-to-sign rule. It does not by itself dispense with other legal requirements governing a particular transaction, such as a special Board approval, shareholder approval, filing requirement, stamp duty, registration, digital-signature requirement or a prescribed statutory form.
Who may authenticate documents or sign contracts?
Section 21 recognises the following categories:
- Key managerial personnel (KMP): persons falling within the statutory definition of KMP under Section 2(51).
- Officer of the company: an officer who is duly authorised by the Board for the purpose.
- Employee of the company: an employee may also sign when duly authorised by the Board. This category was expressly added by the Companies (Amendment) Act, 2017 with effect from 9 February 2018.
Relevant definitions under the Companies Act, 2013
Key managerial personnel - Section 2(51)
Section 2(51) includes the Chief Executive Officer or managing director or manager, the company secretary, the whole-time director, the Chief Financial Officer, and specified other officers designated or prescribed in accordance with the Act.
Board of Directors - Section 2(10)
The expression "Board of Directors" or "Board" means the collective body of the directors of the company. Therefore, where Section 21 requires an officer or employee to be duly authorised by the Board, the authority should originate from the Board acting in accordance with the Act and the company's applicable governance documents.
Officer - Section 2(59)
The Act gives "officer" an inclusive definition covering, among others, directors, managers and key managerial personnel, and persons in accordance with whose directions or instructions the Board or one or more directors are accustomed to act, subject to the statutory wording and exceptions.
2018 change: employees can be authorised
The original text of Section 21 referred to "an officer of the company". Section 7 of the Companies (Amendment) Act, 2017 substituted the words "an officer or employee of the company". The amendment took effect on 9 February 2018. This broadened the class of persons whom the Board may authorise to authenticate documents, proceedings and contracts.
Practical compliance checklist
- Identify whether the document, proceeding or contract is governed by Section 21 or by a more specific provision of the Act.
- Confirm that the proposed signatory falls within an eligible category.
- Where Board authorisation is required, verify the Board resolution and its scope before signing.
- Check whether the transaction separately requires a digital signature, common seal, two signatories, filing with the Registrar, stamping, registration or another prescribed formality.
- Keep the authorisation and the executed document with the company's records so the authority can be demonstrated later.
Official legal resources
For the current statutory text and amendments, refer to the Ministry of Corporate Affairs - Companies Act, 2013, the India Code - Companies Act, 2013, and the Companies (Amendment) Act, 2017.
Updated: 16 September 2026. This page is an explanatory legal-information article and should be read with the current Act, rules, notifications and facts applicable to the particular transaction.