For a foreign company to initiate legal proceedings in India, a crucial step involves the proper execution and validation of a Power of Attorney (POA) and affidavits. These documents empower individuals to act on behalf of the company and attest to facts before Indian courts. The procedure is governed by Indian laws, including the Power of Attorney Act, 1882, the Indian Evidence Act, 1872, the Notaries Act, 1952, and international conventions like the Hague Apostille Convention, 1961, to which India is a signatory.

Here’s a comprehensive guide to the procedure:

Phase 1: Internal Authorization (Within the Foreign Company)

1. Board Resolution: This is the foundational step. The foreign company’s Board of Directors must pass a resolution authorizing:
   1. The initiation of legal proceedings in India.
   1. The appointment of specific individuals (often directors, officers, or legal counsel) to act as the company’s authorized representatives.
   1. The execution of a Power of Attorney in favour of these individuals, clearly defining the scope of their powers (e.g., to sign plaints/complaints, applications, affidavits, appoint lawyers, and represent the company in all court proceedings).
   1. The designated company official(s) (e.g., a Director, Company Secretary) to execute the Power of Attorney and any necessary affidavits on behalf of the company.
   1. The resolution should clearly state the purpose of the POA and identify the person(s) being appointed as attorney(s) with their full details.
2. Gathering Corporate Documents: Prepare certified true copies of essential corporate documents. These typically include:
   1. Certificate of Incorporation/Registration of the foreign company.
   1. Memorandum and Articles of Association (or equivalent constitutional documents).
   1. The Board Resolution authorizing the legal action and execution of POA/affidavits.
   1. A list of directors and the company secretary.

Phase 2: Execution of Power of Attorney and Affidavits

1. Drafting:
   1. Power of Attorney: The POA should be meticulously drafted, usually on plain paper initially if executed outside India.¹ It must clearly identify the company (the principal), the appointed attorney-holder, the specific powers being granted for the legal case, and the duration of the POA (if any). It’s advisable to have this vetted by Indian legal counsel to ensure it meets all requirements of Indian law and the specific court.
   1. Affidavit: An affidavit is a sworn written statement of facts.² The authorized officer of the foreign company, as identified in the Board Resolution, will depose (swear to) the affidavit. The affidavit should be drafted in the first person, clearly stating the facts relevant to the case. It must include a verification clause where the deponent confirms the truthfulness of the contents.
2. Execution by Authorized Signatory:
   1. The designated officer(s) of the foreign company, as authorized by the Board Resolution, must sign the Power of Attorney and the affidavit.
   1. Each page of the POA is typically signed by the grantor (the authorized company official). Any handwritten blanks filled in should also be countersigned.
   1. The deponent signs the affidavit at the designated place.

Phase 3: Authentication and Legalization/Apostille (In the Foreign Country)

This step is crucial for the documents to be recognized as valid in India. The process depends on whether the foreign country where the documents are executed is a member of the Hague Apostille Convention.

1. Notarization:
   1. The executed Power of Attorney and affidavit must be signed before and authenticated by a Notary Public in the foreign country where the company is registered or where the authorized signatory is executing the documents. The Notary will verify the identity of the signatory and the fact of execution.
2. Apostille ( Since Bangladesh is a member of the Hague Apostille Convention):
   1. After notarization, the documents (POA and affidavit) must be submitted to the designated competent authority in the foreign country for obtaining an Apostille certificate.
   1. The Apostille is a standardized certificate that authenticates the origin of the public document (which includes notarial acts).
   1. An apostilled document from a member country of the Hague Convention is legally recognized in India without the need for further legalization by the Indian Embassy or Consulate.

Phase 4: Stamping and Use in India

1. Stamping of Power of Attorney:
   1. Once the duly notarized and apostilled/legalized Power of Attorney is received in India, it must be stamped with the applicable Indian stamp duty.⁴
   1. This must be done within three months of the POA’s receipt in India, as per the Indian Stamp Act, 1899.⁵ The stamp duty varies from state to state in India, depending on where the POA will be used or registered.⁶
   1. The POA may also need to be adjudicated by the Collector of Stamps to determine the correct stamp duty payable.
2. Filing in Court:
   1. The apostilled/legalized affidavit can be directly filed in the Indian court along with the plaint or other legal documents.
   1. The stamped Power of Attorney will be filed to authorize the attorney-holder to act on behalf of the foreign company.

Evidentiary Value in Indian Courts:

• Section 85 of the Indian Evidence Act, 1872: This section states that the Court shall presume that every document purporting to be a Power of Attorney, and to have been executed before, and⁷ authenticated by, a Notary Public, or any Court, Judge, Magistrate, Indian Consul or Vice-Consul, or representative of the Central Government, was so executed and authenticated.⁸⁹ This presumption also extends to POAs authenticated by a foreign notary and apostilled under the Hague Convention.
• Apostilled Affidavits: Similarly, an affidavit duly sworn before a Notary Public in a foreign country and apostilled is generally accepted by Indian courts as a validly executed document.

Key Considerations for Foreign Companies:

• Competent Persons: Both the person/entity granting the POA (the foreign company represented by its authorized signatory) and the person receiving it (the attorney-holder) must be competent to contract.
• Legal Purpose: The POA must be for a lawful purpose.
• Clarity in Drafting: Ambiguities in the POA or affidavit can lead to challenges.Professional legal advice is crucial.
• Compliance with Indian Law: The documents must ultimately comply with all relevant Indian laws, including the Indian Registration Act, 1908, if the POA relates to immovable property (though for filing a case, registration of the POA itself may not always be mandatory unless specified by a particular law or for a specific type of transaction authorized by the POA).
• Translation: If any of the supporting corporate documents or the POA/affidavit are in a language other than English, certified English translations will generally be required for submission in Indian courts.

By diligently following these procedures, a foreign company can ensure that its Power of Attorney and affidavits are legally valid and effective for the purpose of filing and pursuing a case in India. It is highly recommended to engage with legal professionals in both the foreign country and India to navigate these requirements smoothly.

Bangladeshi Company Authorizing Indian Citizen via Power of Attorney for Legal Suit in India:

A Bangladeshi company can authorize an Indian citizen to file a suit on its behalf in India by executing a Power of Attorney (POA). This process involves several key steps, ensuring the POA is legally valid and recognized by Indian courts. As of the current date, Bangladesh is not a signatory to the Hague Apostille Convention. Therefore, the documents will require legalization by the Indian High Commission in Dhaka.

Here’s the step-by-step procedure:

Phase 1: Internal Authorization (Within the Bangladeshi Company)

1. Board Resolution:
   1. The Board of Directors of the Bangladeshi company must pass a formal resolution.
   1. This resolution should clearly state:
      1. The decision to initiate legal proceedings in India.
      1. The name and details of the specific Indian citizen being authorized to act on the company’s behalf.
      1. The specific powers being granted to the Indian citizen (e.g., to sign plaints/complaints, applications, affidavits, appoint lawyers in India, and represent the company in all related court proceedings).
      1. The name(s) of the company official(s) (e.g., Managing Director, Director, Company Secretary) authorized to sign and execute the Power of Attorney on behalf of the Bangladeshi company.
   1. This Board Resolution is a critical internal document establishing the company’s intent and authorization.
2. Gathering Corporate Documents:
   1. The company should prepare certified true copies of its key corporate documents. These will likely include:
      1. Certificate of Incorporation of the Bangladeshi company.
      1. Memorandum and Articles of Association (or equivalent constitutional documents like the Parimel Niyamabali and Parimel Smarak).
      1. The original Board Resolution authorizing the POA and the legal action.
      1. A list of current directors and the company secretary.

Phase 2: Drafting and Execution of the Power of Attorney (in Bangladesh)

1. Drafting the POA:
   1. The Power of Attorney document should be carefully drafted. It is advisable to have this done or reviewed by legal counsel familiar with both Bangladeshi and Indian legal requirements to ensure its validity and enforceability in India.
   1. The POA should clearly identify:
      1. The “Principal”: The full name and registered address of the Bangladeshi company.
      1. The “Attorney” or “Agent”: The full name, father’s name, address, and preferably an identity proof number (like Aadhaar card, if available and relevant for identification in the POA) of the Indian citizen being authorized.
      1. The specific powers granted: These should be detailed and unambiguous, covering all necessary actions for filing and conducting the suit in India.
      1. The POA can be typed on good quality non-judicial stamp paper if available and customary for such documents in Bangladesh, or on plain paper which will later be legalized.
2. Execution by Authorized Signatory:
   1. The designated official(s) of the Bangladeshi company (as authorized by the Board Resolution) must sign the Power of Attorney.
   1. The signature should be as per the company’s official records. It’s common for the company seal to also be affixed alongside the signature(s).
   1. The execution should ideally be witnessed by at least two individuals, who will also sign the POA as witnesses, providing their names and addresses.

Phase 3: Authentication and Legalization (in Bangladesh)

Since Bangladesh is not a member of the Hague Apostille Convention, the “legalization” process is followed:

1. Notarization:
   1. The executed Power of Attorney must be signed before and authenticated by a Notary Public in Bangladesh.
   1. The Notary Public will verify the identity of the company’s signatory (or signatories) and the fact of execution. The Notary will affix their seal and signature.
2. Apostille ( Since Bangladesh is a member of the Hague Apostille Convention):
   1. After notarization, the documents (POA and affidavit) must be submitted to the designated competent authority in the foreign country for obtaining an Apostille certificate.
   1. The Apostille is a standardized certificate that authenticates the origin of the public document (which includes notarial acts).
   1. An apostilled document from a member country of the Hague Convention is legally recognized in India without the need for further legalization by the Indian Embassy or Consulate.

Phase 4: Stamping and Use in India

1. Sending the POA to India:
   1. Once the Power of Attorney is legalized by the Indian High Commission in Dhaka, the original document should be securely sent to the authorized Indian citizen in India.
2. Stamping of the Power of Attorney in India:
   1. Upon receipt in India, the legalized Power of Attorney must be stamped with the appropriate non-judicial stamp paper as per the Indian Stamp Act, 1899, and the relevant State Stamp Act where the suit will be filed or the POA will be primarily acted upon.
   1. This stamping must be done within three months of the date the POA is received in India.
   1. The stamp duty payable will vary depending on the state in India and the nature of the powers granted. The POA might need to be presented to the Collector of Stamps for adjudication to determine the correct amount of stamp duty.
3. Filing in Court:
   1. Once duly stamped, the Power of Attorney can be used by the authorized Indian citizen to file the suit and represent the Bangladeshi company in the Indian courts.
   1. The original, legalized, and stamped Power of Attorney will need to be filed in the Indian court along with the plaint (the document initiating the civil suit).

Who can file Apostille certificate in Bangladesh

For Bangladeshi documents intended for use in foreign countries that are members of the Hague Apostille Convention, the Ministry of Foreign Affairs (MOFA) of the Government of the People’s Republic of Bangladesh is the designated Competent Authority to issue Apostille certificates.

This development follows Bangladesh’s accession to the Hague Apostille Convention, with the convention entering into force for Bangladesh on March 30, 2025.

Key points regarding Apostille issuance in Bangladesh:

• Issuing Authority: Ministry of Foreign Affairs (MOFA), Dhaka.
• Responsible Official (as designated): Director General (Consular & Welfare Wing), Ministry of Foreign Affairs.
• e-Apostille System: Bangladesh has launched an integrated online authentication management system, often referred to as the e-Apostille system, to streamline this process. Applicants can often apply online via the MyGov portal, and after verification by relevant underlying authorities (e.g., Ministry of Education for academic certificates), MOFA will issue the Apostille. The e-Apostille may include features like a QR code for verification.
• Purpose: The Apostille certifies the authenticity of the signature, the capacity in which the person signing the document has acted, and, where appropriate, the identity of the seal or stamp which the document bears. Once a Bangladeshi public document is apostilled by MOFA, it should be accepted in other Apostille Convention member countries without further legalization by the foreign embassy or consulate of the destination country.
• Pre-authentication: Before a document can be apostilled by MOFA, it typically needs to be authenticated by the relevant Bangladeshi authorities (e.g., Ministry of Education for educational documents, Ministry of Law for certain legal documents, or notarization by a Notary Public for other documents as required).

Therefore, if you have a public document originating from Bangladesh (like a birth certificate, marriage certificate, educational degree, court order, or a notarized Power of Attorney/Affidavit) that needs to be used in another country that is part of the Apostille Convention, you will need to get it apostilled by the Ministry of Foreign Affairs in Dhaka.