CHAPTER II
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
[Sections 3 to 22]

Provisions of the Companies Act, 2013:
Section 21: Authentication of documents, proceedings and contracts.
For this provision, no rules are prescribed the Companies Rules, 2013
[Section 21 is brought to force with effect from September 12, 2013.]

Corresponding provisions of the Companies Act, 1956:
Section 54 Authentication of documents and proceedings.

Corresponding provisions of the English Companies Act, 2006:
Sections 43, 44 and 46.

Applicability:
This section is applicable to all companies.

Any document or proceedings requiring authentication by a company, may be signed by any key managerial personnel. It may also be signed by an officer of the company if so duly authorised in this behalf by the Board of Directors of a company.

Similarly contracts made by or on behalf of a company shall be signed.

This provision prescribes a general procedure. And, where the Act prescribes other person or manner of authentication of any document, proceedings or contracts then the same shall be followed.

Where an officer of a company authenticates any document, proceedings or contract, persons dealing with the company may presume that the officer has requisite authority of the Board as an internal process of a company or indoor management of a company.

To authenticate any documents, proceedings or contracts by a company, the Act does not require it to affix its common seal on it.