The Legal Validity of “Sd/-” on Corporate Documents in India

For decades, “Sd/-” has been casually used across corporate documents in India to indicate a signature. It has appeared everywhere from board resolutions to filings without any scrutiny. But that practice is no longer considered to be valid enough. Under today’s regulatory framework, documents submitted to the Ministry of Corporate Affairs must carry a valid signature either physical or digital. Simply writing “Sd/-” doesn’t meet the legal requirement anymore. Here, we now dive deeper into the implications for not adapting the age-old practice and moving forward to better governance practices.

Key Takeaways 

• “Sd/-” is not legally recognized under the Companies Act, 2013 and has no role whatsoever to replace a physical or digital signature on MCA filings.
•  All MCA filings are to be digitally signed by authorized person using DSC or with wet ink signature.
• Regulators are pursuing and penalizing the filers/makers/authorised signatories where "Sd/-" is being used to sign the MCA filings. 
• The CAs/CSs certifying MCA filings with "Sd/-" signature can be held liable for misconduct.
• The rule today is plain: co-registrant of the company shall be completely responsible and liable if "Sd/-" signature is used on the MCA filings.

What Does “Sd/-” Mean in Legal and Corporate Context?

• “Sd/-” is an abbreviation used for “Signed.” 
• It is placed where the signature appears on the original document, indicating that it has been duly signed. 
• It serves as a confirmation that the original contains a valid handwritten signature, even if the copy does not show it. 
• It is used mainly in typed, scanned, or reproduced documents where replicating the actual signature is not practical. 
• In general, it acts as a common notation of execution on legal and corporate documents 

Regulatory Shift of Compliance

• "Sd/-" was an informal accepted practice under the Companies Act, 1956, especially for annexed copies of originally signed documents.
• It was never based on a strong foundation because it has always been an informal and flexible approach.
• It has been replaced by the Companies Act, 2013, which has completely replaced the 1956 Act.
• Section 134(1) stipulates the requirement for verifiable signatures from the chairperson/director, two directors, MD, CEO, CFO, and Company Secretary.
• Rule 6 of the Companies (Accounts) Rules, 2014, has reinforced the requirements for authentication.
• Both sections have made "Sd/-" a non-compliant requirement.
• MCA has an electronic filing system for company documents, which requires a valid DSC issued under the IT Act, 2000.
• "Sd/-" typed or scanned does not amount to a signature and does not fall under the requirements of any of the sections.

MCA Enforcement of “Sd/-” Signatures

On 10th February 2026, the ICAI Disciplinary Committee formally classified such usage as professional misconduct, marking a significant shift in enforcement standards. In parallel, the MCA and ROC offices have begun initiating adjudicatory proceedings against companies and professionals where forms like AOC-4 and other e-filings contain only a typed “Sd/-” instead of a valid physical or digital signature. 

Given that ROC authorities have the power to impose penalties, including director disqualification or even striking off companies for non-compliance, the implications are substantial. This stance is rooted in the MCA’s e-governance framework, which is built around the use of Digital Signature Certificates (DSCs) under the Information Technology Act, 2000.

A DSC Ensures:

1. Identity authentication of the signatory.

2. Integrity of the document.

3. Authenticity

Consequently, the use of “Sd/-” in signing or certifying documents is increasingly being viewed not just as a procedural lapse, but as a clear failure in due diligence.

Practical Compliance Rules 

Risks of Using Sd/- in Corporate Filings

• Filing Rejection: Filing documents with "Sd/-" is likely to be rejected on the MCA portal, which will be treated as non-filing.
• Monetary Penalty: Non-compliance with the provisions of Section 134(1) will invite monetary penalties under Section 134(8), which will be imposed in the form of adjudication orders.
• ROC Adjudication: ROC offices have started initiating adjudication under Section 454 in cases where "Sd/-" is used in documents such as AOC-4.
• Invalidity of Filing: Filing documents without valid signatures will be considered non-est in law, which will again amount to non-compliance.
• Director Disqualification/Strike-Off: Repeated non-compliance can lead to the disqualification of directors under Section 164 of the Companies Act, 2013. In severe cases, strike-off can be initiated.
• Professional Misconduct: The certifying professionals can be liable under the  Clause (7), Part I of the Second Schedule to the CA Act, 1949, as ruled by ICAI on 10 February 2026.

Why Authentication Is Legally Mandatory in Corporate Filings

• "Sd/-" is equivalent to an anonymous filing with no person accountable for the content of the filing.
• Section 21 of the Companies Act, 2013 clearly states that the filing is legally invalid if not signed by the KMP or the officer authorized by the board.
• Section 134(1) clearly states that the signing of the financial statements is equivalent to accepting personal responsibility.
• Section 398 clearly states that the filing is required to be authenticated in the manner specified in the relevant rule; "Sd/-" is not specified in any rule.
• Sections 3 and 5 of the IT Act, 2000 clearly state that only "DSC" is equivalent to the wet ink signature; "Sd/-" is clearly not equivalent to the signature.
• "Sd/-" is not equivalent to the signature; therefore, the filing is not non-repudiable, and no person can be held liable in case of a false or erroneous filing.
• Rule 8 of the Companies Registration Offices and Fees Rules, 2014 clearly states that the filing should be true and should be sent as an attachment with the "Sd/-" not meeting the test.