Chapter IV - Relations of Partners to Third Parties
Section 22
Section 22: Mode of doing act to bind firm
Section 22 requires an act or instrument meant to bind the firm to be done or executed in the firm name, or in another manner expressing or implying an intention to bind the firm.
On this page
Need advice on Section 22?
This article is for general information. Refer to the Indian Partnership Act, 1932 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
In order to bind a firm, an act or instrument done or executed by a partner or other person on behalf of the firm shall be done or executed in the firm name, or in any other manner expressing or implying an intention to bind the firm.
Key takeaways
Firm name or evident intention
To bind a firm, an act or instrument must be done or executed in the firm name or in a manner expressing or implying an intention to bind the firm.
Partners and other agents
The rule applies to acts and instruments of a partner or of any other person acting on behalf of the firm.
What the section requires
Section 22 is about form. Even where a partner has authority, the act or instrument must be done or executed in the firm name, or in some other way that shows the intention to bind the firm. Section 19(1) makes a partner's implied authority subject to section 22.
Drafting and signing points
Sign contracts, cheques and letters in the firm name and state the signatory's capacity, for example 'for [firm name], partner'.
Where a document has to be signed in a personal name, make the intention to bind the firm clear from its terms.
Hypothetical business example
Hypothetical: A partner signs a supply agreement in his own name with no reference to the firm. Whether the firm is bound depends on whether the agreement otherwise expresses or implies an intention to bind the firm. Signing 'for [firm name], partner' would have avoided the question.
Check the applicable state law
The India Code consolidated central text (as on 7 July 2025) records no State amendment to section 22, although several States have amended other sections of the Act, mainly those on registration of firms. Confirm the law of the State where the firm carries on business, and the firm's own partnership agreement, before acting.
Practical checklist
Do
- Use the firm name and the signatory's capacity on contracts and instruments.
- Keep the firm name consistent across contracts, invoices and bank documents.
Avoid
- Do not sign firm documents in a purely personal capacity.
- Do not rely on authority alone where the document does not show the firm's involvement.
Glossary
- Firm name
- The name under which the partners carry on their business (section 4).
- Instrument
- A formal written document such as a contract, deed or cheque.
Frequently asked questions
Must every document carry the firm name?
Section 22 requires either the firm name or some other manner expressing or implying an intention to bind the firm.
Does section 22 give a partner authority?
No. Authority comes from sections 18 to 21 and the partners' contract; section 22 deals with how an act must be done to bind the firm.
Does it apply to non-partners?
Yes. It covers acts and instruments done or executed by a partner or other person on behalf of the firm.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026