Section 305 CrPC and Section 342 BNSS: Procedure When a Company or Registered Society Is Accused
A company or registered society cannot physically attend court in the way an individual can. Indian criminal procedure therefore permits an accused corporation to appoint a representative for an inquiry or trial. The current provision is Section 342 of the Bharatiya Nagarik Suraksha Sanhita, 2023 (BNSS), corresponding to Section 305 of the Code of Criminal Procedure, 1973 (CrPC).
Meaning of corporation under Section 342(1) BNSS
For this procedural provision, a corporation includes an incorporated company, another body corporate and a society registered under the Societies Registration Act, 1860. The provision concerns how the corporate accused participates in proceedings; it does not, by itself, create a criminal offence or determine whether directors or officers are personally liable.
Section 305 CrPC: Original statutory provisions explained
Sub-section (1): Definition
The term corporation includes incorporated companies, other bodies corporate and societies registered under the Societies Registration Act, 1860 (21 of 1860).
Sub-section (2): Appointment of representative
When a corporation is an accused in an inquiry or trial, it may appoint a representative. The appointment does not have to be executed under its corporate seal.
Sub-section (3): Presence and examination
Where the representative appears, procedural requirements to perform acts in the presence of the accused, or to read, state or explain matters to the accused, operate through the representative. A requirement to examine the accused is treated as a requirement to examine the representative.
Sub-section (4): Non-appearance
If no representative appears, the specific requirements described in sub-section (3) do not apply. This does not remove other applicable fair-trial safeguards or dispense with independent procedural requirements.
Sub-section (5): Written appointment and presumption
A written statement purporting to be signed by the managing director or a person managing the corporation's affairs and naming its representative attracts a rebuttable presumption of appointment, unless the contrary is proved.
Sub-section (6): Dispute over representation
If the authority of a person appearing as corporate representative is disputed, the court determines whether that person is the representative.
Section 342 BNSS: Present law
Section 342 BNSS retains the six-part framework for corporate accused persons. A relevant wording change appears in sub-section (5): the written statement may be signed by the managing director or by a person duly authorised by him, as described in that provision. The exact statutory wording should be consulted when preparing an appointment document.
Read the official Bharatiya Nagarik Suraksha Sanhita, 2023 on India Code and the Ministry of Home Affairs collection of new criminal laws.
Practical steps for an accused company
- Identify the company or registered society named as an accused and review the summons and applicable offence provisions.
- Choose an appropriate representative with knowledge of the proceedings and authority to act for the organisation.
- Prepare a written appointment or authorisation in accordance with Section 342(5) BNSS and the organisation's governance requirements.
- File the authorisation and any documents directed by the court, and arrange legal representation as appropriate.
- Ensure that the representative attends and complies with lawful directions; the court can resolve any dispute concerning authority.
Corporate representation and personal criminal liability
The appointment of a representative is a procedural mechanism. It does not automatically make that representative guilty of the alleged offence. Whether a director, manager, officer or other individual can be prosecuted personally depends on the relevant offence, the governing statute, and the allegations and evidence. Similarly, appointing a representative does not itself discharge the corporation from the proceedings.
Frequently asked questions
Can a company be an accused in a criminal case?
Yes. A company or other body corporate can be an accused where the substantive law permits corporate criminal liability. Section 342 BNSS sets out how it participates through a representative.
Is a company seal necessary to appoint a representative?
No. Section 342(2) BNSS expressly states that the appointment need not be under the corporation seal.
Who decides whether a person is the authorised representative?
The court decides any dispute over the status of a person appearing as the corporate representative under Section 342(6) BNSS.
Does Section 305 CrPC still apply?
The BNSS came into force on 1 July 2024. Section 305 CrPC remains relevant to proceedings governed by the CrPC savings and transitional provisions, including Section 531 BNSS.
Official legal sources
India Code: Bharatiya Nagarik Suraksha Sanhita, 2023 (Act 46 of 2023)
Bureau of Police Research and Development: New Criminal Laws
Legal information only. Applicability to an individual case depends on the facts, the governing statute, procedural stage and any applicable transitional rules.