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What is the meaning of a Deed under Companies Act, 2013?

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CA Preeti Aggarwal

On July 2, 2026

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Introduction

While Section 2(12) of the Companies Act, 2013 explicitly includes “deeds” within the definition of “book and paper” and “book or paper,” the Act itself does not define the term “deed.”

Therefore, for the purposes of corporate law, the meaning of a “deed” is drawn from general legal jurisprudence, standard legal dictionaries, and acts like the Transfer of Property Act, 1882, and the Registration Act, 1908.

Simple Meaning of Deed

A deed is a formal written legal instrument executed by a person and intended to create, transfer, confirm, limit, or extinguish a legal right or obligation. It is generally executed in the prescribed legal manner and is often signed and, where required by law, stamped and registered.

Legal Meaning of a “Deed”

In legal jurisprudence, a “deed” is a formal, written instrument or document that is executed (signed, and historically sealed) and delivered, which effects a legal disposition.

Specifically, a deed is a document that:

Creates, transfers, or confirms an interest, right, or property (e.g., transferring ownership of land).
Creates or confirms a binding obligation on a person or corporate entity.

According to Halsbury’s Laws of England (a standard reference often cited in Indian courts and professional institutes), a deed is an instrument written on paper or parchment expressing the intention or consent of the parties to make, confirm, or consent to some legal or equitable right, title, or claim.

Examples of Deed:

Sale Deed
Gift Deed
Mortgage Deed
Lease Deed
Trust Deed
Partnership Deed

Why it is included in Section 2(12) ?

By including deeds within the expression “book and paper,” the Companies Act ensures that such legally significant instruments form part of the records and documents that may be maintained, inspected, produced, or called for under the provisions of the Act, whether in physical or electronic form.

Let’s solve a Question

Legacy Builders Ltd. has recently digitized its entire collection of property title deeds and legal contracts to transition to a paperless office environment. The Chief Accountant argues that because these deeds are not strictly “books of account” under Section 2(13), the company is not legally required to maintain them at the registered office or allow directors to inspect them during business hours. Furthermore, to ensure data redundancy, the company has opted to store the primary daily electronic back-ups of these digital deeds on a high-security cloud server physically located in Dubai. Mr. Sharma, a non-executive director, has requested to inspect the original physical deeds at the registered office to verify their authenticity, but the Board has denied his request, stating that the digital versions are sufficient for his review and that his right to inspection is limited to financial ledgers. Analyze whether deeds fall under the statutory maintenance requirements, the legality of the server location for digital back-ups, and the validity of Mr. Sharma’s right to inspect the physical documents.

Provisions:

According to Section 2(12), “book and paper” and “book or paper” include books of account, deeds, vouchers, writings, documents, minutes, and registers maintained on paper or in electronic form. Section 128(1) requires every company to prepare and keep its books of account and other relevant books and papers at its registered office or another place in India as decided by the Board. Further, Section 128(3) stipulates that the books of account and other books and papers maintained by the company within India shall be open for inspection by any director during business hours. Regarding electronic records, the proviso to Rule 3(5) of the Companies (Accounts) Rules, 2014, mandates that the back-up of the books of account and other books and papers maintained in electronic mode (even if also kept outside India) shall be kept in servers physically located in India on a daily basis.

Facts of the Case:

Legacy Builders Ltd. has digitized its title deeds and moved the daily electronic back-ups to a server in Dubai. The accountant claims deeds are not subject to the same storage and inspection rules as books of account. The Board has refused a director, Mr. Sharma, the right to inspect the physical deeds, claiming his inspection right is limited to financial ledgers and digital copies are sufficient.

Analysis:

The accountant’s interpretation is legally incorrect because deeds are explicitly included in the definition of “book and paper” under Section 2(12). Consequently, they are subject to the maintenance and inspection requirements of Section 128, just like books of accounts. The company’s decision to store its daily digital back-ups on a server in Dubai is a violation of Rule 3(5), which requires such back-ups to be kept on servers physically located in India. Furthermore, Mr. Sharma, in his capacity as a director, has a statutory right under Section 128(3) to inspect not only the books of account but also the “other books and papers,” which includes the deeds. The company cannot unilaterally restrict a director’s inspection to digital copies if the original documents are maintained within India.

Conclusion:

Legacy Builders Ltd. is in non-compliance with the Companies Act, 2013. The company must ensure that daily electronic back-ups of its deeds are kept on a server in India. Additionally, the Board’s denial of Mr. Sharma’s request is invalid; as a director, he is entitled to inspect the deeds (as “book and paper”) during business hours at the registered office. Failure to comply with these provisions may result in a fine ranging from ₹50,000 to ₹5 lakh for the responsible officers