A signing review should establish the contracting entity, authorised signatory, required approvals and final document version. Check the articles, delegated powers and transaction-specific law. Electronic execution or a familiar signatory does not by itself establish that every corporate and legal requirement has been satisfied.
The business situation
A senior executive signs a long-term guarantee using the company's standard signing platform. Their ordinary procurement authority does not address guarantees, and the approval paper refers to an earlier version. The execution record is technically complete but the authority record is not.
Corporate governance is the legal connection between a decision and the company's authority to act. The articles, shareholder arrangements, statutory approvals and delegated powers should tell a consistent story. A signed commercial document does not, by itself, prove that every corporate approval was obtained.
What needs examining
01. Match authority to the actual transaction
Review whether the proposed act falls within ordinary delegated powers or requires specific approval. Guarantees, borrowing, security, asset transfers and related-party arrangements may need separate treatment. Confirm the correct legal entity and capacity. A group job title does not necessarily authorise a person to bind every subsidiary.
02. Control the final version and execution conditions
Ensure approval refers to the document actually signed, including material schedules and amendments. Identify conditions, value limits and permitted deviations. Check stamping, registration, witnessing or other formalities relevant to the instrument and jurisdiction. The signing platform's completion certificate is only one part of the legal record.
03. Keep the authority evidence usable after personnel change
Archive the resolution, delegation, specimen or identity evidence where appropriate, executed documents and delivery record in a controlled location. Record expiry or revocation of authority and update future workflows. The contract owner should be able to retrieve the approval basis without depending on the signatory's personal mailbox.
Law, contract and recommended practice
Companies Act, 2013 provisions and applicable rules must be checked for the company's category, exemptions and transaction. Listed entities need a separate securities-law analysis. Private agreements cannot override mandatory company law.
Connect the control to the evidence
Use this table to scope the review. The legal basis and the practical control are identified separately.
| Obligation or objective | Practical control | Evidence to retain |
|---|---|---|
| Corporate-law assessment Obtain required authority and approvals | Transaction-specific powers review | Articles, delegation and resolutions |
| Execution control Sign the approved instrument properly | Version and formalities check | Executed set and completion evidence |
| Recommended practice Preserve retrievable authority evidence | Central approval-to-contract record | Indexed archive and revocation history |
Records to prepare
Bring the complete, current record to the review. Preserve earlier versions where a change or disputed event makes them relevant.
Common questions
Does a director always have individual authority to sign?
Do not assume so. Examine the company's governance arrangements, delegated powers and the transaction. Some acts require specific approval or collective board action.
Does an electronic-signature certificate prove corporate authority?
It may help establish aspects of execution, but corporate authority and transaction-specific formalities are separate questions. Preserve the approval record alongside the certificate.
Make the contract file connect the approval, final version, signature and execution requirements. That link should survive changes in personnel and systems.
Legislation & official resources
These references identify the governing frameworks. Confirm the current text, relevant amendments and applicable judicial position for the matter.
- Companies Act, 2013 — official legislative portalIndia Code · Government of India · Locate the current Act and applicable rules on India Code. Company category, exemptions and amendments matter.
- Indian Contract Act, 1872Government of Uttar Pradesh · Commercial Tax Department · Government-hosted statutory reference. Read with applicable amendments, special law and judicial interpretation.
This note is general information. The scenario is hypothetical and does not describe a client matter. The legal result depends on the facts, documents, jurisdiction and operative law. No individual lawyer review is represented by the preparation date.
Explore the AMLEGALS corporate practice