This template is drafted as a special (limited) power of attorney, which is the appropriate form for most business purposes. Delete the powers in Schedule A that are not required. A power not expressly conferred is not conferred at all — a power of attorney is construed strictly against the person relying on it.
Power of Attorney
Special power of attorney for business and administrative matters
This template is drafted as a special (limited) power of attorney, which is the appropriate form for most business purposes. Delete the powers in Schedule A that are not required. A power not expressly conferred is not conferred at all — a power of attorney is construed strictly against the person relying on it.
TO ALL TO WHOM THESE PRESENTS SHALL COME, I / WE, THE UNDERSIGNED, SEND GREETINGS:
KNOW ALL MEN BY THESE PRESENTS that I / We, [NAME OF EXECUTANT], [son / daughter / wife of ______, aged ______ years] / [a company incorporated under the Companies Act, 2013 bearing CIN ______], holding PAN [PAN], residing at / having my / its registered office at [ADDRESS] (the "Executant"), do hereby nominate, constitute and appoint:
[NAME OF ATTORNEY], [son / daughter / wife of ______, aged ______ years], holding PAN [PAN] and [AADHAAR / PASSPORT NUMBER], residing at [ADDRESS] (the "Attorney"),
to be my / our true and lawful attorney, to do, execute and perform, in my / our name and on my / our behalf, all or any of the acts, deeds, matters and things set out in Schedule A, in relation to [DESCRIBE THE SUBJECT MATTER — e.g. the affairs of ______ / the property described in Schedule B / the proceedings described below] (the "Subject Matter").
1. Reason for appointment
1.1The Executant is unable to attend personally to the Subject Matter by reason of [REASON — e.g. residence outside India / medical incapacity / travel commitments / administrative convenience], and accordingly appoints the Attorney on the terms set out in this instrument.
2. Scope of authority
2.1The Attorney is authorised to exercise only the powers expressly set out in Schedule A, and no others. Any power not expressly conferred is reserved to the Executant.
2.2The Attorney shall exercise the powers personally and shall not delegate or substitute any other person, whether by way of a substitute power of attorney or otherwise, [unless expressly permitted in Schedule A].
2.3The Attorney shall act in good faith, in the best interests of the Executant, in accordance with the Executant’s written instructions from time to time, and in compliance with applicable law.
2.4The Attorney shall not: (a) use the authority conferred for the Attorney’s own benefit or for the benefit of any person other than the Executant; (b) enter into any transaction in which the Attorney is personally interested, whether directly or indirectly, without the Executant’s prior specific written consent; (c) make any gift, or transfer any asset of the Executant without consideration; or (d) create any encumbrance over the Executant’s assets except as expressly authorised in Schedule A.
2.5The Attorney shall maintain proper accounts and records of all acts done and moneys received and paid under this instrument, shall keep the Executant’s funds separate from the Attorney’s own funds, and shall render accounts to the Executant on demand and in any event within [NUMBER] days of revocation or expiry.
3. Ratification
3.1The Executant hereby ratifies and confirms, and agrees to ratify and confirm, all lawful acts, deeds and things done or caused to be done by the Attorney within the scope of the authority conferred by this instrument, as if done by the Executant personally.
4. Duration
5 more pages in the Word file
Preview of the first page. Highlighted fields are the ones you fill in — they appear the same way in Word. Scroll the preview to read on; the full document runs to 6 pages.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
A general power of attorney conferring open-ended authority is rarely a good idea and is frequently refused by banks and registries. This template is deliberately a special power of attorney with an enumerated schedule. Courts construe powers of attorney strictly — a power not expressly given is not implied, and general words following specific powers are read down to the same class.
A power of attorney does not transfer title to immovable property. The Supreme Court in Suraj Lamp & Industries Pvt. Ltd. v. State of Haryana, (2012) 1 SCC 656 held that sale-agreement, general-power-of-attorney and will transactions do not convey title, which passes only by a registered deed of conveyance. If the intention is to sell, execute a sale deed — do not use this instrument as a substitute.
A power of attorney authorising the sale of immovable property, or one that itself operates as a transfer, requires registration; the position is governed by Section 17 of the Registration Act, 1908 read with the relevant State amendments, and practice differs between States. An ordinary special power of attorney for banking, tax or litigation purposes is generally not compulsorily registrable but is usually notarised. Confirm the local requirement before execution.
Stamp duty on a power of attorney is charged under the article for powers of attorney in the applicable State stamp legislation. The duty is nominal where the powers are limited and administrative, and can be substantial, sometimes at conveyance rates, where powers of sale are conferred on a person who is not a family member. Check the State article before choosing the stamp paper value.
Section 84 of the Bharatiya Sakshya Adhiniyam, 2023, which replaced Section 85 of the Indian Evidence Act, 1872 with effect from 1 July 2024, directs the court to presume that a document purporting to be a power of attorney executed before and authenticated by a Notary Public, court, judge, magistrate, Indian consul or vice-consul, or representative of the Central Government, was so executed and authenticated. Notarising the instrument therefore has real evidentiary value.
If the Executant is abroad, execute before the Indian Consulate or an Indian Vice-Consul, or before a local notary followed by apostille or consular legalisation as appropriate. Note that the presumption under Section 84 in respect of foreign notaries depends on reciprocity notified under Section 14 of the Notaries Act, 1952, so consular execution is the safer route. Instruments executed outside India must be stamped within three months of first receipt in India.
Affix a recent photograph of both the Executant and the Attorney and have each sign across the photograph. Include the Attorney’s specimen signature and the acceptance clause — banks and registries almost always ask for both. Provide identity proof details for the witnesses.
Third parties who deal with the Attorney in good faith and without notice of revocation may still bind the Executant. Follow Clause 5.2 fully: written notice to the Attorney, a registered deed of revocation if the original was registered, direct written notice to every bank, authority and counterparty, and a newspaper notice where the instrument has been used publicly.
Fill in the monetary limits in Schedule A rather than leaving them open. Clause 2.4 prohibits self-dealing — that is the clause that protects the Executant, and it should not be deleted for convenience.
Reflects Indian law current as of {{DATE OF USE}}. Registration requirements and stamp duty on powers of attorney vary by State — verify your State’s position before executing.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.