Section 21 of the Companies Act, 2013 provides that a document requiring authentication by a company may be signed by a key managerial personnel, a director, or an officer of the company authorised by the board. The provision is the foundation of the company’s documentary authority, and a document that is not authenticated in accordance with Section 21 may not be binding on the company.
The Authorised Signatories
The board may authorise an officer to sign the documents on behalf of the company. The authorisation must be by a board resolution, and the resolution must specify the documents or the class of documents that the officer is authorised to sign. The officer who signs the document must act within the scope of the authorisation.
The Digital Signature
A document may be authenticated by a digital signature affixed in accordance with the Information Technology Act, 2000. The digital signature is the electronic equivalent of a handwritten signature, and it is valid where it is affixed by a person who is authorised to sign the document.
The Consequences of Defective Authentication
A document that is not authenticated in accordance with Section 21 is not validly executed. The company may be able to ratify the document by a subsequent board resolution, but the ratification does not cure the defect where the document has already been relied upon by a third party. The company should ensure that the authentication is valid at the time of execution.
Call to Action
Anuj Desai & Associates advises companies on the authentication of documents—from the board authorisation and the authorised signatories to the digital signature and the consequences of a defective authentication. If your company’s documents are being challenged, we can help you assess the position.
📧 office@anujdesaiassociates.com
📞 9619456656
🌐 https://anujdesaiassociates.com
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