# Authentication of Documents — Section 21

## Core Rule

A document, proceeding requiring authentication by a company, or contracts made by/on behalf of a company may be signed by:

1. Any Key Managerial Personnel (KMP), OR

2. An officer or employee duly authorised by the Board for this purpose.

## Who is a KMP? — Section 2(51)

#	Designation
(i)	Chief Executive Officer (CEO) or Managing Director or Manager
(ii)	Company Secretary
(iii)	Whole-time Director
(iv)	Chief Financial Officer (CFO)
(v)	Such other officer not more than one level below the directors, in whole-time employment, designated as KMP by the Board
(vi)	Such other officer as may be prescribed

## Practical Insight

The section gives the company flexibility — authentication is not restricted to directors. Even an authorised clerk-level employee can validly authenticate a document, provided the Board has expressly authorised them.

Worked example

### Example 1

Example: XYZ Ltd. wishes to authenticate a routine vendor contract. The Board passes a resolution authorising the Procurement Manager (not a KMP) to sign such contracts. The Procurement Manager signs the contract — this is valid under Section 21, as the Board has duly authorised the officer.

### Example 2

Example: A company secretary (KMP) signs a notice of board meeting. Authentication is valid without any further board authorisation, as KMP have inherent authority under Section 21.

⚠️ Common exam mistakes

Assuming only directors can authenticate documents — Section 21 expressly extends authority to KMP and Board-authorised officers/employees.
Forgetting that 'KMP' is a defined term under Section 2(51) — using the phrase loosely to include any senior employee is wrong.
Believing the CEO and Managing Director must BOTH exist — Section 2(51)(i) lists them as alternatives, along with Manager.

Bare-Act text Section 21 (read with Section 2(51)) · Companies Act, 2013 · click to expand

Section 21 — Authentication of documents, proceedings and contracts: Save as otherwise provided in this Act, a document or proceeding requiring authentication by a company; or 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.

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Authentication of Documents, Proceedings and Contracts (Section 21)

Worked example

⚠️ Common exam mistakes