An Indian business can appoint an authorised representative by giving the person valid written authority for a defined purpose. For a company, this can be done through a Board authorisation; and for an LLP, partnership or proprietorship, the authority must come from the person or body empowered to create such authority under its governing documents and applicable law.
However, usually such authorisation letter are provided for a fixed purpose. Signing a commercial agreement, operating a bank account, appearing in GST proceedings, representing a company before the Income Tax Department and executing a deed require different forms of authority.
That distinction is important because appointing the wrong person—or giving the right person the wrong document—can lead to filings being rejected, contracts being questioned or refusal to allow representatives to represent the client in front of relevent athority.
What Does “Authorised Representative” Actually Mean?
An authorised representative is broadly someone empowered to act on behalf of another person or business, but Indian courts use different concepts depending on what the person is expected to do.
Under Sections 182 and 186 of the Indian Contract Act, 1872, an agent is a person employed to perform an act for another or represent that person in dealings with third parties, and an agent's authority may be express or implied. The extent of that authority is dealt with further elaborated in Sections 187 and 188.
Official source: Indian Contract Act, 1872 — India Code
In business practice, three terms are often used interchangeably even though they are not always legally identical.
Term
Typical role
Authorised signatory
A person duly authorised by the principal ( A person who has original authority to sign such document ) to Signs specified documents, applications, filings or contracts on behalf of another person or legal entity
Authorised representative
A person authorised to Represent the principal before a third party , government department, authority tribunal or any other authority as per the situation required and where the applicable law permits it
Power-of-attorney holder
A Power of Attorney is a document signed by the principal to delegate their power to a third party (the agent), who can exercise it to take decisions on the principal's behalf. These are powers that the principal would otherwise have the authority to exercise, and the agent can act only within the powers specifically granted under the Power of Attorney, which may include signing, executing, or presenting documents.
The document you need therefore depends first on what the representative will actually be doing.
Who Can Appoint an Authorised Representative for an Indian Company?
For a company, the Board of Directors will commonly be the source of authority.
Section 21 of the Companies Act, 2013 provides that documents or proceedings requiring authentication by a company, as well as contracts made by or on behalf of a company, may be signed by key managerial personnel or an officer or employee of the company who has been duly authorised by the Board.
This means that where, for example, a finance manager is being authorised to execute specified routine documents, the Board should clearly identify the person and the scope of the authority being granted.
Section 22 separately deals with bills of exchange and similar instruments and also permits a company to appoint a person as its attorney for execution of deeds. The statutory execution requirements under Section 22 should be followed where that provision applies.
Official source: Companies Act, 2013 — India Code
For businesses reviewing their broader delegation and governance arrangements, Edvisars' Corporate & Strategic Advisory practice covers corporate governance, board and compliance matters.
What About an LLP, Partnership or Sole Proprietorship?
The source of authority changes with the legal structure.
For an LLP, the LLP agreement should be checked first because the Limited Liability Partnership Act, 2008 gives substantial importance to the agreement governing rights and duties between the LLP and its partners. The appointment should therefore be approved by the partner, partners or designated partners having authority under that agreement and applicable law.
For a traditional partnership firm, Section 18 of the Indian Partnership Act, 1932 provides that a partner is an agent of the firm for the purposes of the firm's business. Section 19 gives a partner implied authority for acts done in the usual course of that business, but it also specifically excludes certain important acts unless authority exists—for example, submitting a business dispute to arbitration, compromising certain claims and transferring immovable property belonging to the firm.
Official source: Indian Partnership Act, 1932 — India Code
For a sole proprietorship, the proprietor is ultimately the person from whom authority must originate. A written authorisation or Power of Attorney can then be issued according to the transaction and the requirements of the organisation receiving it.
How Should You Appoint the Representative?
The safest approach is to work backwards from the task being delegated.
Define the exact purpose. Decide what will be the role of the representative whether the person will sign contracts, submit regulatory applications, operate a portal, deal with a bank, receive notices, attend proceedings or execute property-related documents.
Identify who has power to authorise them. For a company this may be the Board; for an LLP the LLP agreement and partner approvals need to be checked; for a partnership the partnership deed and statutory authority of partners matter; and for a proprietorship the proprietor gives the authority.
Choose the correct document. Depending on the purpose, this may be a Board resolution, partners' resolution or consent, letter of authority, specific Power of Attorney or a prescribed departmental authorisation.
Define the representative's powers carefully. The document should say what the representative may sign, submit, receive, negotiate or represent—and, equally importantly, clearly defines what the person cannot do.
Complete any department-specific requirement. GST, income tax, MCA, banks and courts may require their own forms, portal registrations, declarations or credentials in addition to the entity's internal approval.
Control access and keep records. Maintain the resolution or authorisation, acceptance if applicable, specimen signatures and details of any DSC, portal login or physical documents handed over.
Revoke and update the authority when necessary. Removing a person internally is not enough if their name remains active with a bank, government portal or third party.
Board Resolution, Authority Letter or Power of Attorney: Which One Should You Use?
The three documents serve different purposes.
Document
Usually suitable for
Board resolution
Recording a company's formal approval and delegating identified powers
Authority letter
Giving evidence of limited authority for a specific transaction, department or administrative purpose
Power of Attorney
Granting more substantial authority to act for the entity, particularly where execution or representation through an attorney is required
A Board resolution does not automatically replace every Power of Attorney, and a general authority letter does not override a statute that prescribes who may appear before a particular authority.
This distinction is particularly important where contracts carry significant financial exposure. The authorisation should be read alongside the company's contract-approval process and financial delegation matrix. Edvisars' Commercial Contracts practice and its guide on important clauses in Indian commercial contracts provide related guidance.
Can the Same Representative Handle GST Matters?
Possibly, but GST law has its own requirements.
For GST registration, the prescribed registration material requires details of authorised signatories and, where a business declares someone as an authorised signatory, supporting authorisation or the applicable resolution and declaration may be required. CBIC's prescribed material also distinguishes between the persons who can sign for different types of entities.
Official source: CBIC GST Registration Rules
There is also an important difference between an authorised signatory on the GST system and an authorised representative appearing in GST proceedings.
Section 116 of the Central Goods and Services Tax Act, 2017 allows a person appearing before specified GST authorities or appellate bodies to appear through an authorised representative, subject to that section and except where personal appearance for examination is required. The Act also defines the categories of persons who can qualify as authorised representatives.
Official source: CGST Act, 2017 — Section 116, CBIC
A company therefore should not assume that giving somebody the title “authorised representative” in a Board resolution automatically makes that person eligible to represent it in every GST proceeding.
Can an Authorised Representative Appear in Income-Tax Proceedings?
Yes, where the representative satisfies the statutory requirements.
This area changed recently. From 1 April 2026, the Income-tax Act, 2025 replaced the Income-tax Act, 1961. The current provision is Section 515 of the Income-tax Act, 2025.
Section 515 permits an assessee who is entitled or required to attend before an income-tax authority or the Appellate Tribunal to attend through an authorised representative. It does not apply where the assessee is required to attend personally for examination on oath or affirmation under Section 246.
The representative must also fall within one of the categories permitted by Section 515(3), which include specified employees, legal practitioners, accountants and other eligible persons.
Official source: Income-tax Act, 2025 — Section 515
This is one reason older templates referring only to Section 288 of the Income-tax Act, 1961 should not simply be reused in 2026 without review.
Is a General Board Resolution Enough for MCA Filings?
Not necessarily.
Section 21 of the Companies Act provides the underlying authority for specified company documents, proceedings and contracts, but MCA forms can have their own requirements concerning who must digitally sign the particular form and whether professional certification is required.
A broad resolution saying that one employee may “represent the company before all authorities” should therefore not be treated as a substitute for checking the requirements of the particular MCA form being filed.
For foreign promoters establishing Indian entities, the position can become more document-heavy because overseas corporate authority, authentication of foreign documents and the authority of the Indian signatory may all need to fit together. Edvisars' guide on company registration in India for foreign founders discusses these issues in the incorporation context.
Does a Power of Attorney Have to Be Registered?
Not every Power of Attorney in India is automatically subject to the same registration requirement.
The nature of the transaction, the powers being granted, the document for which the Power of Attorney will be used, the place of execution and applicable stamp law all matter.
For example, Sections 32 and 33 of the Registration Act, 1908 prescribe specific requirements where an agent uses a Power of Attorney for presentation of a document for registration. Section 33 also deals with how such powers must be executed and authenticated for that purpose.
Official source: Registration Act, 1908 — India Code
Stamp duty also needs separate checking because it can depend on the applicable State law, the relationship between the parties and the powers granted.
Businesses should therefore avoid the two opposite assumptions that “every Power of Attorney must be registered” or that “a Power of Attorney never needs registration”.
What Should an Authorisation Document Contain?
A properly drafted authorisation should ordinarily identify the entity and representative precisely and describe the authority rather than simply saying that the person may “do everything necessary”.
Depending on the transaction, the document should address the entity's legal name and identifying particulars; the representative's name and capacity; the specific documents or proceedings covered; signing and filing powers; monetary or transaction limits; whether contracts may be negotiated or only signed after approval; whether notices may be received; whether the authority can be delegated; its effective date and duration; revocation arrangements; and the person authorised to certify or communicate the authority.
For higher-risk transactions, a delegation matrix can be useful. For example, an operations manager might sign routine purchase orders up to an internal financial limit while contracts above that limit require a director or Board approval.
The purpose is not merely administrative convenience. Clear limits reduce disputes over whether an individual had authority to bind the entity.
What Are the Most Common Mistakes Businesses Make?
One common mistake is giving extremely broad authority when only one specific task needs to be delegated. Another is using a generic Board-resolution template without checking the company's Articles, internal delegation framework or the rules of the receiving authority.
Businesses also frequently forget to cancel access when an authorised employee leaves. A Board resolution may have been revoked internally, while the former employee remains recorded as an authorised signatory with GST, a bank or another platform.
A further problem is confusing authority to sign with authority to negotiate or make commercial decisions. A person instructed to sign an agreement approved by management does not necessarily have authority to change its commercial terms.
Finally, businesses sometimes describe an accountant, consultant, employee or advocate as an “authorised representative” without checking whether the law governing the particular proceedings permits that category of person to appear.
How Do You Revoke an Authorised Representative?
Revocation should ordinarily be documented with the same discipline as appointment.
For a company, this may involve a subsequent Board decision or other valid corporate action withdrawing or replacing the authority. The company should then notify relevant banks, counterparties, government departments and regulators and update portal access, DSC associations and internal records.
Agency under the Indian Contract Act is generally capable of termination in the circumstances addressed by Sections 201 onwards. However, businesses should not assume every agency can always be revoked without qualification: Section 202 protects certain agencies where the agent has an interest in the subject matter.
The underlying document and transaction should therefore be reviewed before revoking a substantial Power of Attorney.
Frequently Asked Questions
Can a company appoint an employee as its authorised signatory?
Yes. Section 21 of the Companies Act, 2013 expressly permits an officer or employee duly authorised by the Board, as well as key managerial personnel, to sign the company documents, proceedings and contracts covered by that section. A special statute or prescribed form may still impose additional requirements.
Can a consultant be appointed as an authorised representative?
Sometimes. Whether a consultant can act depends on the purpose. General agency may be created under the Indian Contract Act, but proceedings under laws such as GST and income tax prescribe who can qualify as an authorised representative.
Is a Board resolution sufficient to appoint an authorised representative?
It may be sufficient for some company purposes, but not all. A particular transaction may additionally require a Power of Attorney, authority letter, prescribed form, portal registration, vakalatnama or another statutory document.
Can an authorised representative sign contracts for a company?
A properly authorised person can sign contracts within the authority legally granted to them. For company documents and contracts falling within Section 21 of the Companies Act, the statutory requirements of that section should be followed. Higher-value or exceptional transactions may also require additional corporate approval.
Is an authorised representative the same as a director?
No. A person can be authorised to perform specific acts for the company without becoming a director. The person's powers come from the authority granted to them and applicable law.
Can an advocate or chartered accountant be appointed as an authorised representative?
Yes for certain proceedings where the governing statute permits it. For example, Section 515 of the Income-tax Act, 2025 includes eligible legal practitioners and accountants within the permitted categories, subject to the statutory conditions.
Does an authorised representative become personally liable for the company's obligations?
Not merely because of the appointment. Liability depends on the representative's conduct, capacity, the applicable statute and the transaction. Acting beyond authority, making personal commitments, fraud or statutory responsibility can create different consequences.
Can one person be authorised for GST, income tax, banking and contracts?
The same individual may potentially hold several authorities, but each authority should be checked separately. Eligibility for one purpose does not automatically establish eligibility for another.
Should an authorisation have an expiry date?
It is usually sensible to specify duration or a clear revocation mechanism, particularly for employees, consultants and transaction-specific appointments. Open-ended authority can create unnecessary risk if records are not regularly reviewed.
The Practical Takeaway
Appointing an authorised representative is not simply a matter of printing a letter on company letterhead.
First identify what the person needs to do. Then determine who legally has authority to appoint them, choose the correct document and check whether the relevant regulator, bank, court or portal imposes additional conditions.
For routine company matters, a carefully drafted Board authorisation may be enough. For deeds, regulatory proceedings, property documentation and specialised representations, additional statutory formalities may apply.
The safest authorisation is not the broadest one. It is the one that gives the representative exactly the authority required, records its limits clearly and can be traced back to a valid decision of the entity.
