[{"data":1,"prerenderedAt":538},["ShallowReactive",2],{"document-board-resolution-approving-negotiation-D5150":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":41,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":537},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"BOARD RESOLUTION APPROVING NEGOTIATION WITH [COMPANY NAME] DULY PASSED ON [DATE] APPROVING NEGOTIATION WITH [COMPANY NAME] BE IT RESOLVED: THAT the officers of the Corporation be and they are hereby authorized to continue further negotiations with [COMPANY NAME] with a view to entering into [SPECIFY TYPE OF AGREEMENT] in substance similar to the Draft Documentation presented to the meeting, subject to approval by the Board of Directors of the definitive agreement between the Corporation and [COMPANY NAME], regarding [SPECIFY]. THAT the officers of the Corporation be and they are hereby authorized to conclude with [COMPANY NAME] or with any other company capable of entering into a similar agreement.",null,"Board Resolution Approving Negotiation","1",33,"doc","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-approving-negotiation-D5150.png","https://templates.business-in-a-box.com/imgs/250px/5150.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5150.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","board resolution approving negotiation","Board Resolution Approving Negotiation Template","https://templates.business-in-a-box.com/imgs/400px/5150.png","https://templates.business-in-a-box.com/imgs/600px/5150.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Administration","/templates/business-administration/",{"label":39,"url":40},"Board Governance","/templates/board-governance/",[42,46,50,54,58,62,66,70,74,78,82,86,90,107,121,136,151,166],{"label":43,"url":44,"thumb":45,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":47,"url":48,"thumb":49,"extension":10},"Board Resolution Approving Budget","/template/board-resolution-approving-budget-D38","https://templates.business-in-a-box.com/imgs/250px/38.png",{"label":51,"url":52,"thumb":53,"extension":10},"Board Resolution Approving Compensation for Board of Directors","/template/board-resolution-approving-compensation-for-board-of-directors-D39","https://templates.business-in-a-box.com/imgs/250px/39.png",{"label":55,"url":56,"thumb":57,"extension":10},"Board Resolution Approving Dissolution of Subsidiary","/template/board-resolution-approving-dissolution-of-subsidiary-D5149","https://templates.business-in-a-box.com/imgs/250px/5149.png",{"label":59,"url":60,"thumb":61,"extension":10},"Board Resolution Approving Amendments of Bylaws","/template/board-resolution-approving-amendments-of-bylaws-D37","https://templates.business-in-a-box.com/imgs/250px/37.png",{"label":63,"url":64,"thumb":65,"extension":10},"Board Resolution Approving Rights Offering","/template/board-resolution-approving-rights-offering-D47","https://templates.business-in-a-box.com/imgs/250px/47.png",{"label":67,"url":68,"thumb":69,"extension":10},"Board Resolution Approving Executive Authority","/template/board-resolution-approving-executive-authority-D42","https://templates.business-in-a-box.com/imgs/250px/42.png",{"label":71,"url":72,"thumb":73,"extension":10},"Board Resolution Approving Grant of Options","/template/board-resolution-approving-grant-of-options-D44","https://templates.business-in-a-box.com/imgs/250px/44.png",{"label":75,"url":76,"thumb":77,"extension":10},"Board Resolution Approving Loan of Funds","/template/board-resolution-approving-loan-of-funds-D46","https://templates.business-in-a-box.com/imgs/250px/46.png",{"label":79,"url":80,"thumb":81,"extension":10},"Board Resolution Approving Purchase of Shares","/template/board-resolution-approving-purchase-of-shares-D5151","https://templates.business-in-a-box.com/imgs/250px/5151.png",{"label":83,"url":84,"thumb":85,"extension":10},"Board Resolution Approving Financial Statements","/template/board-resolution-approving-financial-statements-D43","https://templates.business-in-a-box.com/imgs/250px/43.png",{"label":87,"url":88,"thumb":89,"extension":10},"Board Resolution Approving Sale of Shares","/template/board-resolution-approving-sale-of-shares-D49","https://templates.business-in-a-box.com/imgs/250px/49.png",{"description":91,"descriptionCustom":6,"label":92,"pages":93,"size":94,"extension":10,"preview":95,"thumb":96,"svgFrame":97,"seoMetadata":98,"parents":100,"keywords":105,"url":106},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":99,"description":6},"letter of intent_acquisition of business",[101,104],{"label":102,"url":103},"Legal Agreements","business-legal-agreements",{"label":102,"url":103},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":108,"descriptionCustom":6,"label":109,"pages":93,"size":94,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":115,"keywords":114,"url":120},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":114,"description":6},"non disclosure agreement nda",[116,117],{"label":102,"url":103},{"label":118,"url":119},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":134,"url":135},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[131],{"label":132,"url":133},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":137,"descriptionCustom":6,"label":138,"pages":139,"size":94,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":150},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":144,"description":6},"partnership agreement",[146,147],{"label":102,"url":103},{"label":148,"url":149},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":94,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":159,"url":165},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":159,"description":6},"shareholders agreement",[161,162],{"label":102,"url":103},{"label":163,"url":164},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":167,"descriptionCustom":6,"label":168,"pages":169,"size":94,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":175,"keywords":178,"url":179},"MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (\"MOU\"), is made and entered into as of [EFFECTIVE DATE], BETWEEN: [PARTY A] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PARTY B] (PARTNER/RESELLER], an individual with his main address located at [SPECIFY] OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PURPOSE AND SCOPE The purpose of this MOU is to clearly identify the roles and responsibilities of each party as they relate to [ SPECIFY]. In particular, this MOU in intended to [SPECIFY OR DESCRIBE THE WAY IN WHICH THE PARTIES WILL COLLABORATE]. BACKGROUND [Brief description of the parties involved in the MOU with mention of any current/historical ties to this project] [PARTY A] RESPONSIBILITIES UNDER THIS MOU [PARTY A] shall undertake the following activities: [SPECIFY AND EXPLAIN] [PARTY B] RESPONSIBILITIES UNDER THIS MOU [Party B] shall undertake the following activities: [SPECIFY AND EXPLAIN] UNDERSTANDINGS","Memorandum of Understanding","2","https://templates.business-in-a-box.com/imgs/1000px/memorandum-of-understanding-D12548.png","https://templates.business-in-a-box.com/imgs/250px/12548.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12548.xml",{"title":174,"description":6},"memorandum of understanding",[176,177],{"label":102,"url":103},{"label":102,"url":103},"memorandum understanding","/template/memorandum-of-understanding-D12548",false,{"seo":182,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":258,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":462,"diy_vs_lawyer":477,"jurisdictions":490,"related_template_ids_curated":511,"schema":524,"classification":525},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Board Resolution Approving Negotiation Template (Free Word)","Free board resolution template authorizing a company's officers to negotiate deals, contracts, or transactions. Used in 190+ countries. Free Word and PDF download.","board resolution approving negotiation template",[187,188,189,190,191,192,193],"board resolution authorizing negotiation","corporate board resolution template","board resolution template word","board resolution template free","resolution to authorize negotiation","corporate resolution approving transaction","board authorization resolution template",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":180},"medium",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Board Resolution Approving Negotiation is a formal corporate document in which a company's board of directors votes to authorize one or more designated officers or agents to enter into negotiations on the company's behalf. This free Word download gives you a ready-to-edit template you can adapt to any deal type — acquisition, partnership, financing, vendor contract, or real estate transaction — and export as PDF for inclusion in your corporate records or delivery to a counterparty.\n","Use it whenever board approval is required before management can legally commit the company to a negotiating process — typically for material transactions, acquisitions, significant vendor agreements, or any deal where a counterparty or financier demands written evidence that the authorized representative has board backing. It is also needed when corporate bylaws or applicable law requires a recorded board vote before certain negotiations can proceed.\n","Company identification, recitals describing the proposed negotiation, the formal resolution granting authority, identification of authorized signatories, scope and limitations of the negotiating mandate, voting record, director signatures, and a secretary's certification attesting that the resolution was duly adopted.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Corporate secretaries","Recording a board vote to authorize deal negotiations in the minute book","persona-corporate-secretary",{"title":211,"use_case":212,"icon_asset_id":213},"CEOs and senior executives","Demonstrating authorized negotiating authority to counterparties and legal counsel","persona-ceo",{"title":215,"use_case":216,"icon_asset_id":217},"M&A and corporate development teams","Satisfying due diligence requirements before entering LOI or term-sheet negotiations","persona-corporate-development",{"title":219,"use_case":220,"icon_asset_id":221},"Small business owners","Formalizing board approval for a significant vendor, lender, or partnership negotiation","persona-small-business-owner",{"title":223,"use_case":224,"icon_asset_id":225},"In-house legal counsel","Creating a clean paper trail of delegated authority before negotiations commence","persona-legal-counsel",{"title":227,"use_case":228,"icon_asset_id":229},"Startup founders","Meeting investor or acquirer requirements for documented board authorization prior to term-sheet discussions","persona-startup-founder",[231,235,239,242,246,250,254],{"situation":232,"recommended_template":233,"slug":234},"Authorizing negotiation of a merger or acquisition","Board Resolution Approving Merger Negotiation","board-resolution-approving-negotiation-D5150",{"situation":236,"recommended_template":237,"slug":238},"Approving negotiation of a bank loan or credit facility","Board Resolution Authorizing Loan","board-resolution-authorizing-agreements-renewal-D54",{"situation":240,"recommended_template":241,"slug":238},"Authorizing an officer to sign a specific contract once negotiated","Board Resolution Authorizing Execution of Agreement",{"situation":243,"recommended_template":244,"slug":245},"Approving negotiation and execution of a real estate lease","Board Resolution Approving Lease","board-resolution-approving-amalgamation-D35",{"situation":247,"recommended_template":248,"slug":249},"Granting broad ongoing authority to an officer for day-to-day contracts","Board Resolution Granting Signing Authority","board-resolution-for-signing-authority-D13906",{"situation":251,"recommended_template":252,"slug":253},"Documenting written consent in lieu of a formal board meeting","Written Consent of Board of Directors","action-by-written-consent-of-shareholders-D22",{"situation":255,"recommended_template":256,"slug":257},"Ratifying negotiations that were conducted before formal approval was recorded","Board Resolution Ratifying Actions of Officers","board-resolution-appointing-officers-D33",[259,262,265,268,271,274,277,280,283,286,289],{"term":260,"definition":261},"Board Resolution","A formal decision adopted by a company's board of directors, recorded in writing, that carries the legal authority of the board as a governing body.",{"term":263,"definition":264},"Quorum","The minimum number of directors who must be present at a board meeting for any vote taken at that meeting to be legally valid.",{"term":266,"definition":267},"Authorized Representative","The specific officer, director, or agent named in the resolution as having authority to act on the company's behalf in the described negotiation.",{"term":269,"definition":270},"Recitals","Introductory 'Whereas' clauses that set out the background facts and business justification for the resolution before the operative language appears.",{"term":272,"definition":273},"Operative Clause","The 'Resolved' language that constitutes the actual decision of the board — as distinct from recitals, which are background only.",{"term":275,"definition":276},"Secretary's Certificate","A statement signed by the corporate secretary certifying that the resolution was duly adopted at a properly constituted meeting and accurately recorded.",{"term":278,"definition":279},"Written Consent in Lieu of Meeting","A procedure allowing directors to adopt a resolution by signing a written document without convening a formal meeting, permitted under most corporate statutes.",{"term":281,"definition":282},"Delegated Authority","The specific powers granted by the board to an officer or agent, defined by scope and duration, to act on the corporation's behalf without further board approval for each act.",{"term":284,"definition":285},"Material Transaction","A deal or commitment whose value, risk, or strategic significance is significant enough that corporate governance rules or bylaws require board-level approval before proceeding.",{"term":287,"definition":288},"Minutes","The official written record of proceedings at a board meeting, including attendees, matters discussed, motions made, votes cast, and resolutions adopted.",{"term":290,"definition":291},"Fiduciary Duty","The legal obligation of directors to act in the best interests of the company and its shareholders — governing how they evaluate and approve transactions.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Company identification and meeting details","Names the corporation, its jurisdiction of incorporation, and records the date, time, and format of the board meeting at which the resolution was adopted.","The undersigned, being all of the directors of [COMPANY NAME], a [STATE/PROVINCE] [CORPORATION/LLC] ('Company'), held a [special / regular] meeting on [DATE] at [TIME], [in person / by videoconference], at which a quorum was present.","Using a trade name or brand name instead of the exact registered legal entity name. A mismatch creates uncertainty about which entity is authorized and can cause a counterparty's legal team to reject the document.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Recitals (Whereas clauses)","Describes the proposed negotiation in plain business terms — what is being negotiated, with whom, and why the board considers it in the company's interests.","WHEREAS, the Company has identified an opportunity to negotiate [DESCRIPTION OF TRANSACTION] with [COUNTERPARTY NAME]; and WHEREAS, the Board has reviewed the strategic rationale for the proposed negotiation and deems it in the best interests of the Company;","Writing recitals so vague that the resolution could authorize almost anything. Courts and counterparties read recitals to understand the scope of the grant — vague recitals invite scope disputes.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Granting clause (core resolution)","The operative decision of the board — the 'Resolved' language that formally grants the named representative authority to negotiate on the company's behalf.","RESOLVED, that [OFFICER NAME/TITLE] ('Authorized Representative') is hereby authorized and directed to negotiate, on behalf of the Company, the terms and conditions of [TRANSACTION DESCRIPTION] with [COUNTERPARTY NAME], subject to the limitations set forth herein.","Authorizing 'any officer' without naming specific individuals. Counterparties typically require a named person; an unnamed grant creates ambiguity about who can bind the company.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Scope and limitations of authority","Defines the boundaries of what the authorized representative may negotiate — deal type, dollar threshold, term limits, and any conditions that require further board approval.","The authority granted herein is limited to negotiation of [TRANSACTION TYPE] with a total value not to exceed $[AMOUNT] and a term not to exceed [X] years. Any negotiated terms materially different from the parameters in Exhibit A require further board approval prior to execution.","Omitting any financial or scope cap. An unlimited authorization exposes the company to an officer negotiating terms far beyond what the board intended, with the company potentially bound by those terms.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Authorization to execute ancillary documents","Grants the authorized representative authority to sign non-disclosure agreements, letters of intent, term sheets, and other preliminary documents necessary to facilitate the negotiation.","RESOLVED FURTHER, that the Authorized Representative is authorized to negotiate, execute, and deliver any non-disclosure agreement, letter of intent, term sheet, or other preliminary document reasonably necessary to conduct the negotiation described herein.","Forgetting to authorize NDAs and LOIs separately. Without this clause, an officer who signs an NDA before the main negotiation begins may have done so without proper authority.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Ratification of prior acts","Confirms board approval of any preliminary steps already taken by officers in anticipation of the negotiation, such as initial conversations or preliminary correspondence.","RESOLVED FURTHER, that all actions previously taken by officers or agents of the Company in connection with the proposed negotiation, prior to the date of this resolution, are hereby ratified, approved, and confirmed in all respects.","Omitting ratification when preliminary conversations have already occurred. Without it, earlier acts technically lack board authorization and could be challenged by counterparties or shareholders.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Voting record","Records how each director voted — for, against, or abstaining — to demonstrate that the resolution was validly adopted by the required majority.","The foregoing resolutions were adopted by the following vote: FOR: [NAMES]; AGAINST: [NAMES or 'None']; ABSTAINING: [NAMES or 'None']. The resolutions were duly adopted.","Recording only 'unanimous approval' without listing individual directors. If a quorum or majority is later disputed, a detailed voting record is essential evidence of valid adoption.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Director signatures","Each director who voted in favor signs the resolution to authenticate it and create an enforceable corporate record.","IN WITNESS WHEREOF, the undersigned directors of [COMPANY NAME] have executed this Resolution as of [DATE]. [DIRECTOR NAME] _______________ [DIRECTOR NAME] _______________","Having only one director sign when the bylaws require a majority or all directors. A signature block that doesn't match the quorum requirement makes the resolution defective.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Secretary's certification","A signed certification by the corporate secretary confirming that the resolution was properly adopted at a duly constituted meeting and is a true record of the board's decision.","I, [SECRETARY NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors at a meeting held on [DATE], at which a quorum was present and acting throughout.","Skipping the secretary's certification entirely. Banks, title companies, and sophisticated counterparties routinely require a certified copy before accepting a board resolution — without it, the document may be refused.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Expiration and revocation clause","States how long the authorization remains valid and confirms the board's right to revoke or modify it by subsequent resolution.","The authority granted by this Resolution shall expire on [DATE] or upon execution of a definitive agreement, whichever occurs first, unless earlier revoked by resolution of the Board of Directors.","Leaving the authorization open-ended with no expiry date. An undated or perpetual authorization can create ongoing authority the company no longer intends — creating liability if an officer relies on a stale resolution.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Enter the company's full legal name and jurisdiction","Use the exact registered corporate name — including entity type (Inc., LLC, Ltd.) — and the state or province of incorporation. Cross-reference your certificate of incorporation or articles to confirm spelling.","If the company operates under a trade name different from its legal name, add a line noting the DBA — some counterparties require it for clarity.",{"step":350,"title":351,"description":352,"tip":353},2,"Record the meeting date, format, and quorum confirmation","Enter the date, time, and whether the meeting was in person, by phone, or by videoconference. Confirm that the number of directors present meets the quorum requirement in your bylaws.","Check your bylaws for the quorum threshold before the meeting — many companies require a majority of the entire board, not just a majority of those present.",{"step":355,"title":356,"description":357,"tip":358},3,"Draft the recitals with specific transaction detail","Name the counterparty, describe the deal type (acquisition, partnership, loan, lease), and state the business rationale in one or two sentences. Specificity here defines the scope of the authority granted.","If the counterparty is under NDA at this stage, refer to them by a code name (e.g., 'Project Atlas counterparty') and keep the full name in a sealed board exhibit.",{"step":360,"title":361,"description":362,"tip":363},4,"Name the authorized representative by title and full name","Insert the officer's legal name and title in the granting clause. If more than one person is authorized, list each individually and specify whether they may act separately or must act jointly.","Joint authorization (both signatures required) provides more control but slows execution. Use it for deals above a material threshold; use individual authority for routine negotiations.",{"step":365,"title":366,"description":367,"tip":368},5,"Set explicit scope limits and dollar thresholds","Define the maximum transaction value, permitted deal structures, and any terms that require a second board vote before the officer can agree to them. Attach a term sheet or parameters as Exhibit A if the deal is complex.","A hard dollar cap is more defensible than a vague 'material terms' standard. State the number explicitly: 'not to exceed $500,000 in aggregate value.'",{"step":370,"title":371,"description":372,"tip":373},6,"Add authorization for ancillary documents","Include a 'Resolved Further' clause authorizing the representative to sign NDAs, LOIs, and term sheets needed to facilitate the negotiation. Confirm whether the officer may also authorize legal counsel to act on the company's behalf.","Authorize legal counsel by name or firm here if they will be signing correspondence or documents as the company's representative — some counterparties require it.",{"step":375,"title":376,"description":377,"tip":378},7,"Record the vote and collect director signatures","List each director's name and their vote (for, against, or abstaining). Have all directors who voted in favor sign the resolution before it is filed in the corporate minute book.","For fully remote boards, use a written consent in lieu of meeting instead — it produces the same legal result without coordinating a live meeting.",{"step":380,"title":381,"description":382,"tip":383},8,"Obtain the secretary's certification and file in the minute book","Have the corporate secretary sign and date the certification block confirming valid adoption, then file the original in the corporate minute book and provide certified copies to the authorized representative and any counterparty who requests one.","Prepare two certified copies at execution: one for your deal file and one to deliver to the counterparty's counsel. This avoids delays when their legal team asks for it during diligence.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Authorizing 'any officer' without naming individuals","Counterparties and their counsel typically require a named person before accepting a resolution as proof of authority. An unnamed grant creates uncertainty about who can bind the company and may cause the document to be rejected.","Name each authorized representative by full legal name and title in the operative clause. If a backup is needed, add a 'and/or [ALTERNATE NAME], [TITLE]' rather than a blanket officer reference.",{"mistake":390,"why_it_matters":391,"fix":392},"Omitting a scope cap or dollar limit","Without a defined ceiling, an officer can technically commit the company to any deal value under the resolution — exposing the board to liability for transactions they never intended to authorize.","Add an explicit maximum transaction value and a list of terms (e.g., equity issuance, personal guarantees, exclusivity periods longer than 60 days) that require a second board resolution before the officer may agree to them.",{"mistake":394,"why_it_matters":395,"fix":396},"Skipping the secretary's certification","Banks, institutional lenders, title companies, and sophisticated counterparties routinely require a certified resolution before proceeding. Without certification, the document may be treated as a draft rather than an official corporate act.","Always have the corporate secretary complete and sign the certification block before distributing any copies. If the company has no secretary, a director may certify in most jurisdictions — confirm with local counsel.",{"mistake":398,"why_it_matters":399,"fix":400},"Leaving the authorization open-ended with no expiry date","An undated or perpetual authorization can be relied upon by an officer months or years after the board's intent has changed — creating unexpected liability or binding the company to a deal the board would no longer approve.","Set a specific expiry date (typically 90–180 days from the meeting date) or tie expiry to a defined event such as execution of a definitive agreement or a subsequent board resolution.",{"mistake":402,"why_it_matters":403,"fix":404},"Failing to ratify prior preliminary actions","If officers have already held exploratory calls, signed a preliminary NDA, or exchanged term sheets before the resolution was adopted, those acts technically lacked board authorization and could be challenged.","Include a ratification clause confirming all prior acts taken in connection with the negotiation are approved as of the resolution date. This retroactively cures the authorization gap.",{"mistake":406,"why_it_matters":407,"fix":408},"Using a trade name instead of the registered legal entity name","A resolution that names 'Acme Design' instead of 'Acme Design Studio Inc.' may not legally bind the correct corporate entity. Counterparties conducting diligence will flag the mismatch and may require a corrected resolution.","Verify the exact legal name in your certificate of incorporation or state/provincial registry before completing the resolution, and use that name verbatim throughout the document.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a board resolution approving negotiation?","A board resolution approving negotiation is a formal document in which a company's board of directors votes to authorize a named officer or agent to enter into negotiations on the company's behalf. It creates a written record of the board's decision, defines who has authority to negotiate, and typically sets boundaries on the scope and value of any deal the officer may agree to. Counterparties, banks, and legal counsel frequently require a certified copy before negotiations can formally begin.\n",{"question":414,"answer":415},"When does a company need a board resolution before negotiating?","Most corporate bylaws require board approval for material transactions — acquisitions, significant vendor agreements, real estate deals, financing arrangements, and partnerships above a certain dollar threshold. Even when bylaws are silent, sophisticated counterparties will typically request evidence of board authorization before entering binding preliminary documents such as an LOI or term sheet. Regulated industries and publicly traded companies face additional statutory requirements that mandate board involvement before negotiations begin.\n",{"question":417,"answer":418},"Is a board resolution legally binding?","A properly adopted board resolution is generally binding on the corporation as a formal exercise of the board's governing authority. It does not itself create a contract with a counterparty — that requires a separately signed agreement — but it does authorize a specific person to negotiate and, if separately authorized, to execute such an agreement. Courts treat duly adopted resolutions as official corporate acts, and third parties who rely on a certified resolution in good faith are typically protected even if internal governance requirements were not perfectly followed.\n",{"question":420,"answer":421},"Can a board resolution be passed without a formal meeting?","Yes. Most corporate statutes in the US, Canada, and the UK allow directors to adopt resolutions by written consent in lieu of a meeting, provided the required majority (or unanimity, as the bylaws specify) of directors sign the written consent. This is often faster and more practical for closely held companies or boards that operate remotely. The written consent must be dated, signed by each consenting director, and filed in the corporate minute book exactly as a meeting-based resolution would be.\n",{"question":423,"answer":424},"What is the difference between a board resolution approving negotiation and one authorizing execution?","A resolution approving negotiation grants authority to discuss and agree on deal terms — it does not authorize the officer to sign a binding contract. A resolution authorizing execution (or authorizing signature) grants authority to sign the final agreement once terms are settled. Many boards pass both at separate stages: the first at the start of negotiations to give the officer mandate, and the second once the board has reviewed and approved the final negotiated terms. Some boards combine both grants in a single resolution when they are comfortable pre-approving execution subject to defined parameters.\n",{"question":426,"answer":427},"Who typically signs a board resolution?","All directors who voted in favor sign the resolution, and the corporate secretary signs the certification block. For a written consent in lieu of meeting, the number of signatures required depends on the bylaws — typically a majority of the board, though some bylaws require unanimity. The authorized representative named in the resolution does not need to sign it. The signed original is stored in the corporate minute book; certified copies are provided to the authorized representative and requesting counterparties.\n",{"question":429,"answer":430},"Does a board resolution need to be notarized?","Notarization is not required for a standard board resolution in most jurisdictions. The secretary's certification typically provides sufficient authentication for counterparties. However, certain real estate transactions, cross-border deals, or public-sector contracts may require a notarized or apostilled resolution — confirm requirements with local counsel before the transaction closes.\n",{"question":432,"answer":433},"How long does the authority granted in a board resolution last?","The duration depends on what the resolution itself specifies. Best practice is to include an explicit expiry date — typically 90 to 180 days from adoption — or to tie expiry to a specific event, such as execution of a definitive agreement or a subsequent board resolution. Without an expiry clause, the authorization is technically valid until revoked by the board, which creates the risk of an officer relying on a stale resolution for a transaction the board no longer supports.\n",{"question":435,"answer":436},"Can the board revoke a negotiation resolution after it has been issued?","Yes. The board retains authority to revoke or modify any resolution by passing a subsequent resolution to that effect at any time before a binding agreement is signed. Once a counterparty has relied on the resolution to enter a binding commitment, revocation may not undo contractual obligations already created — but it will prevent the authorized officer from taking further steps under the original grant. Any revocation should be promptly communicated in writing to the authorized representative and any counterparty who holds a copy of the original resolution.\n",[438,442,446,450,454,458],{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Boards authorize officers to negotiate acquisition targets, strategic partnership agreements, or enterprise licensing deals, often under strict NDA before any term sheet is exchanged.",{"industry":443,"icon_asset_id":444,"specifics":445},"Real estate and construction","industry-construction","Lenders, title companies, and sellers routinely require a certified board resolution before an officer can sign a letter of intent or purchase agreement for a commercial property.",{"industry":447,"icon_asset_id":448,"specifics":449},"Financial services","industry-fintech","Regulatory requirements and institutional counterparty standards in banking and investment management typically mandate documented board authorization before any material financing negotiation proceeds.",{"industry":451,"icon_asset_id":452,"specifics":453},"Healthcare","industry-healthtech","Hospital systems, physician groups, and health-tech companies use negotiation resolutions to authorize officers to negotiate vendor contracts, payer agreements, and M&A transactions subject to strict compliance review.",{"industry":455,"icon_asset_id":456,"specifics":457},"Manufacturing","industry-manufacturing","Large supply-chain agreements, joint ventures, and equipment financing deals require board authorization resolutions that satisfy both the company's internal governance and the counterparty's legal due diligence.",{"industry":459,"icon_asset_id":460,"specifics":461},"Professional services","industry-professional-services","Law firms, accounting firms, and consulting practices use negotiation resolutions to authorize managing partners or officers to negotiate merger-of-equals or lateral-hire agreements where board-level consent is required by partnership agreements.",[463,466,469,473],{"vs":241,"vs_template_id":464,"summary":465},"D{PLACEHOLDER_EXECUTION_RESOLUTION_ID}","A resolution authorizing execution grants authority to sign a final, agreed contract — it assumes negotiations are complete and the board has reviewed the deal terms. A resolution approving negotiation grants authority only to negotiate and does not permit the officer to execute a binding agreement without a separate board vote. Both are often needed in sequence for material transactions.",{"vs":252,"vs_template_id":467,"summary":468},"D{PLACEHOLDER_WRITTEN_CONSENT_ID}","A written consent is the procedural mechanism for adopting any board resolution without a live meeting — all consenting directors sign a document rather than gathering in person or by call. A board resolution approving negotiation is the substantive decision being made; it can be adopted either at a meeting or by written consent. The two documents are complementary, not alternatives.",{"vs":470,"vs_template_id":471,"summary":472},"Letter of Intent (LOI)","letter-of-intent-D13604","A letter of intent is a document signed by both parties summarizing agreed deal terms and indicating intent to enter a definitive agreement. A board resolution approving negotiation is an internal corporate document authorizing an officer to engage in the discussions that produce an LOI. The resolution comes before the LOI; the LOI is the first external output of an authorized negotiation.",{"vs":474,"vs_template_id":475,"summary":476},"Power of Attorney","D{PLACEHOLDER_POA_ID}","A power of attorney grants broad or specific legal authority to an individual to act on behalf of a person or entity across a wide range of acts, enforceable directly against third parties. A board resolution is an internal corporate governance document that authorizes an officer already empowered by their role — it does not create new legal standing with third parties the way a power of attorney does. For cross-border or notarized transactions, a power of attorney may be needed in addition to a board resolution.",{"use_template":478,"template_plus_review":482,"custom_drafted":486},{"best_for":479,"cost":480,"time":481},"Standard domestic negotiations where the authorized officer is a named executive and the transaction is within typical business operations","Free","15–30 minutes",{"best_for":483,"cost":484,"time":485},"Material transactions above $250K, regulated industries, or where a counterparty's counsel will scrutinize the resolution","$150–$400 for a one-hour attorney review","1–2 business days",{"best_for":487,"cost":488,"time":489},"M&A transactions, cross-border deals, regulated financial entities, or situations requiring customized authority scope and multi-level delegation","$500–$2,000+","3–7 business days",[491,496,501,506],{"code":492,"name":493,"flag_asset_id":494,"note":495},"us","United States","flag-us","Corporate resolutions are governed by state law — typically the Model Business Corporation Act or state-specific statutes such as Delaware General Corporation Law. Most states permit action by written consent of directors without a meeting unless the articles of incorporation prohibit it. Some states require that resolutions authorizing certain transactions (real estate, secured debt) be filed or referenced in public records. Confirm quorum and vote thresholds in the company's bylaws before the meeting.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"ca","Canada","flag-ca","Under the Canada Business Corporations Act (CBCA) and provincial equivalents, directors may act by written resolution signed by all directors entitled to vote, unless the articles require otherwise. Quebec corporations governed under the Business Corporations Act (QC) follow similar rules but documents may need to be in French for provincially regulated entities. Corporations in federally regulated industries (banking, insurance, transport) may face additional requirements from their sector regulator before authorizing material negotiations.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, private companies may pass board resolutions by written consent of the majority of directors, while public companies typically require a board meeting with proper notice. Resolutions should be recorded in the company's statutory registers and minute books. For transactions requiring shareholder approval under the Act (e.g., substantial property transactions with directors), a board resolution alone is insufficient — shareholder consent must be obtained in parallel.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"eu","European Union","flag-eu","Requirements for board resolutions vary significantly across EU member states. German GmbH and AG boards follow strict procedural rules under the GmbHG and AktG, including notarial involvement for certain transactions. French SAS and SA structures have different board composition and voting requirements. In the Netherlands, a managing board resolution may require supervisory board co-approval for material transactions. Always confirm local corporate law requirements before relying on a standardized resolution template for an EU-domiciled entity.",[512,513,514,515,516,517,518,519,520,521,522,523],"letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","partnership-agreement-D12551","shareholders-agreement-D1016","memorandum-of-understanding-D12548","employment-agreement-executive-D543","service-agreement-D12711","asset-purchase-agreement-D928","stock-purchase-agreement-D349","joint-venture-agreement-D889","term-sheet-D473",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":526,"secondary_folder":527,"document_type":528,"industry":529,"business_stage":530,"tags":531,"confidence":536},"business-administration","board-governance","resolution","general","all-stages",[532,533,534,535],"governance","board-resolution","negotiation-authority","corporate-approval",0.95,"\u003Ch2>What is a Board Resolution Approving Negotiation?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution Approving Negotiation\u003C/strong> is a formal corporate governance document in which a company's board of directors votes to authorize one or more named officers or agents to enter into negotiations on the company's behalf for a specific transaction or class of transactions. It records the board's decision in writing, identifies who has the authority to negotiate, defines the scope and limits of that authority, and creates the official corporate paper trail required by counterparties, lenders, and regulators before substantive discussions can begin. Unlike a casual internal memo or an email chain, a properly adopted and certified board resolution is a recognized legal instrument that binds the corporation to the grant of authority it describes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a board resolution, an officer's authority to negotiate a material deal rests on implied or apparent authority — a shaky foundation that counterparties' counsel will challenge, that lenders will reject, and that can expose individual directors to personal liability if the transaction later goes wrong. Banks require certified resolutions before opening credit discussions. Title companies require them before a corporate officer can sign a real estate LOI. Sophisticated acquirers and institutional partners request them as the first item in any due diligence checklist. Beyond satisfying external demands, a resolution with explicit scope limits prevents an overzealous officer from committing the company to terms the board never intended — a protection that becomes especially valuable when a deal turns contentious. This template gives you a compliant, customizable starting point that takes 15 minutes to complete and eliminates the most common defects that cause resolutions to be rejected or challenged.\u003C/p>\n",1781186021116]