[{"data":1,"prerenderedAt":538},["ShallowReactive",2],{"document-board-resolution-to-commence-litigation-D67":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":185,"customdescription":6,"mdFm":186,"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 OF [YOUR COMPANY NAME] TO COMMENCE LITIGATION DULY PASSED ON [DATE] BEGINNING OF LITIGATION WHEREAS, based on advice of counsel, [YOUR COMPANY NAME] believes it has a valid claim against [BUSINESS NAME] summarily arising from [DESCRIBE], be it: RESOLVED, that [YOUR COMPANY NAME] pursue its claim, through court proceedings, if necessary; and that it be: RESOLVED FURTHER, that counseling on said matter will be requested upon such fee arrangement as may be customarily prevailing and satisfactory to the President of [YOUR COMPANY NAME], and that it be:",null,"Board Resolution to Commence Litigation","1",28,"doc","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-to-commence-litigation-D67.png","https://templates.business-in-a-box.com/imgs/250px/67.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#67.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 to commence litigation","Board Resolution to Commence Litigation Template","https://templates.business-in-a-box.com/imgs/400px/67.png","https://templates.business-in-a-box.com/imgs/600px/67.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Legal Agreements","/templates/business-legal-agreements/",{"label":39,"url":40},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[42,46,50,54,58,62,66,70,74,78,82,86,90,108,124,138,154,169],{"label":43,"url":44,"thumb":45,"extension":10},"Board Resolution to Settle Litigation","/template/board-resolution-to-settle-litigation-D74","https://templates.business-in-a-box.com/imgs/250px/74.png",{"label":47,"url":48,"thumb":49,"extension":10},"Board Resolution","/template/board-resolution-D78","https://templates.business-in-a-box.com/imgs/250px/78.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 Appointing Officers","/template/board-resolution-appointing-officers-D33","https://templates.business-in-a-box.com/imgs/250px/33.png",{"label":59,"url":60,"thumb":61,"extension":10},"Board Resolution Appointing an Auditor","/template/board-resolution-appointing-an-auditor-D32","https://templates.business-in-a-box.com/imgs/250px/32.png",{"label":63,"url":64,"thumb":65,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":67,"url":68,"thumb":69,"extension":10},"Board Resolution Approving Budget","/template/board-resolution-approving-budget-D38","https://templates.business-in-a-box.com/imgs/250px/38.png",{"label":71,"url":72,"thumb":73,"extension":10},"Board Resolution Approving Negotiation","/template/board-resolution-approving-negotiation-D5150","https://templates.business-in-a-box.com/imgs/250px/5150.png",{"label":75,"url":76,"thumb":77,"extension":10},"Board Resolution Regarding Organization","/template/board-resolution-regarding-organization-D64","https://templates.business-in-a-box.com/imgs/250px/64.png",{"label":79,"url":80,"thumb":81,"extension":10},"Board Resolution to Terminate an Employee","/template/board-resolution-to-terminate-an-employee-D76","https://templates.business-in-a-box.com/imgs/250px/76.png",{"label":83,"url":84,"thumb":85,"extension":10},"Board Resolution to Purchase Equipment","/template/board-resolution-to-purchase-equipment-D71","https://templates.business-in-a-box.com/imgs/250px/71.png",{"label":87,"url":88,"thumb":89,"extension":10},"Board Resolution to Retain an Attorney","/template/board-resolution-to-retain-an-attorney-D73","https://templates.business-in-a-box.com/imgs/250px/73.png",{"description":91,"descriptionCustom":6,"label":92,"pages":93,"size":94,"extension":10,"preview":95,"thumb":96,"svgFrame":97,"seoMetadata":98,"parents":100,"keywords":99,"url":107},"BOARD MEETING MINUTES [YOUR COMPANY NAME] Organization Name: Date: Location: Time: Board Members Present: [LIST NAMES] Board Members Absent: [LIST NAMES] Guests: List names and affiliations if any. Meeting Called to Order by: [NAME AND TIME] Approval of Previous Meeting Minutes: Motion by: [NAME] Seconded by: [NAME] Outcome: [APPROVED/AMENDED] [Agenda Item Title] Presenter: [NAME] Discussion Summary: Summarize the key points of discussion, including any differing views or debates. Action Items: Detail specific tasks decided upon, who is responsible, and any deadlines. Decisions Made: Summarize any decisions made, including vote outcomes if applicable. [Agenda Item Title] Presenter: [NAME] Discussion Summary: Summarize the key points of discussion, including any differing views or debates. Action Items: Detail specific tasks decided upon, who is responsible, and any deadlines. Decisions Made: Summarize any decisions made, including vote outcomes if applicable. Financial Report: Presented by: Summary: ","Board Meeting Minutes","3",513,"https://templates.business-in-a-box.com/imgs/1000px/board-meeting-minutes-D13904.png","https://templates.business-in-a-box.com/imgs/250px/13904.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13904.xml",{"title":99,"description":6},"board meeting minutes",[101,104],{"label":102,"url":103},"Sales & Marketing","sales-marketing",{"label":105,"url":106},"Market Analysis","market-analysis","/template/board-meeting-minutes-D13904",{"description":109,"descriptionCustom":6,"label":110,"pages":8,"size":94,"extension":10,"preview":111,"thumb":112,"svgFrame":113,"seoMetadata":114,"parents":116,"keywords":122,"url":123},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] NOTICE TO CEASE AND DESIST Dear [Contact name], This letter is served upon you due to ______________________________________________ (\"the Activity\"). These claims are further explained in detail and supported by the attached exhibits and affidavits. If you do not cease the aforementioned Activity, a lawsuit will be launched against you. ","Cease and Desist Letter","https://templates.business-in-a-box.com/imgs/1000px/cease-and-desist-letter-D12916.png","https://templates.business-in-a-box.com/imgs/250px/12916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12916.xml",{"title":115,"description":6},"cease and desist letter",[117,119],{"label":36,"url":118},"business-legal-agreements",{"label":120,"url":121},"Litigation & Settlement","litigation-settlement","cease desist letter","/template/cease-and-desist-letter-D12916",{"description":125,"descriptionCustom":6,"label":126,"pages":93,"size":94,"extension":10,"preview":127,"thumb":128,"svgFrame":129,"seoMetadata":130,"parents":132,"keywords":131,"url":137},"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":131,"description":6},"non disclosure agreement nda",[133,134],{"label":36,"url":118},{"label":135,"url":136},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":139,"descriptionCustom":6,"label":140,"pages":8,"size":94,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":146,"keywords":145,"url":153},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: OFFICIAL DEMAND LETTER REGARDING [DESCRIBE] Dear [CONTACT NAME], Based on our records, you were required to have paid $ [AMOUNT] USD (the \"Debt\") to [COMPANY NAME] on [DATE], for [SERVICE REQUIRING PAYMENT]. This Debt remains outstanding, despite our initial requests for payment. ","Demand Letter","https://templates.business-in-a-box.com/imgs/1000px/demand-letter-D13262.png","https://templates.business-in-a-box.com/imgs/250px/13262.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13262.xml",{"title":145,"description":6},"demand letter",[147,150],{"label":148,"url":149},"Human Resources","human-resources",{"label":151,"url":152},"Company Policies","company-policies","/template/demand-letter-D13262",{"description":155,"descriptionCustom":6,"label":156,"pages":157,"size":158,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":163,"keywords":167,"url":168},"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},[164],{"label":165,"url":166},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":170,"descriptionCustom":6,"label":171,"pages":172,"size":94,"extension":10,"preview":173,"thumb":174,"svgFrame":175,"seoMetadata":176,"parents":178,"keywords":177,"url":184},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":177,"description":6},"employment agreement_at will employee",[179,180,183],{"label":148,"url":149},{"label":181,"url":182},"Hire an Employee","hire-employee",{"label":36,"url":118},"/template/employment-agreement_at-will-employee-D541",false,{"seo":187,"reviewer":199,"legal_disclaimer":203,"quick_facts":204,"at_a_glance":206,"personas":210,"variants":235,"glossary":262,"clauses":295,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":438,"comparisons":463,"diy_vs_lawyer":478,"jurisdictions":491,"related_template_ids_curated":512,"schema":524,"classification":525},{"meta_title":188,"meta_description":189,"primary_keyword":25,"secondary_keywords":190},"Board Resolution To Commence Litigation Template (Free Word)","Free board resolution template authorizing a company to commence litigation. Covers authority, counsel appointment, and ratification. Used in 190+ countries. Free Word and PDF download.",[191,192,193,194,195,196,197,198],"board resolution litigation template","corporate resolution to file lawsuit","board resolution authorizing legal action","board resolution template word","corporate resolution template","resolution to retain litigation counsel","board authorization to sue","corporate board resolution free download",{"name":200,"credential":201,"reviewed_date":202},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":205,"legal_review_recommended":203,"signature_required":203,"notarization_required":185},"advanced",{"what_it_is":207,"when_you_need_it":208,"whats_inside":209},"A Board Resolution To Commence Litigation is a formal corporate document by which a company's board of directors votes to authorize the filing of a lawsuit on the corporation's behalf. This free Word download gives you a structured, attorney-ready starting point you can edit online and export as PDF — recording the board's decision, designating authorized officers, and appointing litigation counsel in a single binding record.\n","Use it whenever a corporation, LLC, or nonprofit intends to initiate legal proceedings against another party — a breach-of-contract dispute, an infringement claim, a collection action, or a shareholder suit. Courts, opposing counsel, and retained attorneys commonly require proof of board authority before accepting instructions or filing on the company's behalf.\n","Recitals identifying the company and the dispute, the core authorization clause granting authority to file suit, designation of the officer or officers empowered to act, appointment and engagement of outside counsel, ratification of prior actions, and execution blocks for all required signatories.\n",[211,215,219,223,227,231],{"title":212,"use_case":213,"icon_asset_id":214},"Corporate secretaries","Documenting board approval for litigation before counsel is retained","persona-corporate-secretary",{"title":216,"use_case":217,"icon_asset_id":218},"General counsel","Obtaining formal board authorization required to file suit on behalf of the company","persona-general-counsel",{"title":220,"use_case":221,"icon_asset_id":222},"Small business owners","Authorizing a lawsuit against a defaulting vendor or former business partner","persona-small-business-owner",{"title":224,"use_case":225,"icon_asset_id":226},"Startup founders","Approving IP enforcement or breach-of-contract claims without a full legal team","persona-startup-founder",{"title":228,"use_case":229,"icon_asset_id":230},"CFOs and finance executives","Initiating collection actions or fraud claims that require board-level sign-off","persona-cfo",{"title":232,"use_case":233,"icon_asset_id":234},"Nonprofit executives","Authorizing board-approved legal action to recover assets or enforce donor agreements","persona-nonprofit-exec",[236,240,244,248,252,256,259],{"situation":237,"recommended_template":238,"slug":239},"Authorizing litigation by written consent rather than a formal meeting","Written Consent of Board of Directors in Lieu of Meeting","action-by-written-consent-of-shareholders-D22",{"situation":241,"recommended_template":242,"slug":243},"Approving settlement of an existing lawsuit rather than commencing one","Board Resolution To Settle Litigation","board-resolution-to-settle-litigation-D74",{"situation":245,"recommended_template":246,"slug":247},"Authorizing the company to defend against an incoming lawsuit","Board Resolution To Defend Litigation","board-resolution-to-commence-litigation-D67",{"situation":249,"recommended_template":250,"slug":251},"Authorizing a specific officer to sign all legal documents generally","Board Resolution Granting Signatory Authority","board-resolution-approving-executive-authority-D42",{"situation":253,"recommended_template":254,"slug":255},"Appointing outside legal counsel for general corporate matters","Board Resolution Appointing Legal Counsel","board-resolution-appointing-officers-D33",{"situation":257,"recommended_template":258,"slug":247},"Authorizing arbitration proceedings instead of court litigation","Board Resolution To Commence Arbitration",{"situation":260,"recommended_template":92,"slug":261},"Recording all board decisions made at a regular board meeting","board-meeting-minutes-D13904",[263,265,268,271,274,277,280,283,286,289,292],{"term":47,"definition":264},"A formal written record of a decision made by a company's board of directors, which serves as the official authorization for a specific corporate action.",{"term":266,"definition":267},"Quorum","The minimum number of directors who must be present or participating for a board vote to be legally valid under the company's bylaws or applicable corporate statute.",{"term":269,"definition":270},"Ratification","A board's formal approval of an action already taken by an officer or agent before explicit authorization was obtained, giving it retroactive legal effect.",{"term":272,"definition":273},"Litigation Hold","A directive requiring the company to preserve all documents and data potentially relevant to anticipated or active litigation, triggered at the moment a lawsuit is reasonably foreseeable.",{"term":275,"definition":276},"Authorized Officer","A specific director or officer named in the resolution who is empowered to execute documents, instruct counsel, and take all steps necessary to carry out the board's decision.",{"term":278,"definition":279},"Standing","The legal right of a party to bring a particular claim in court — a corporation typically sues through its duly authorized officers and agents, not its individual shareholders.",{"term":281,"definition":282},"Derivative Action","A lawsuit brought by shareholders on behalf of a corporation when the board refuses or is unable to act, often requiring prior demand on the board unless demand is excused.",{"term":284,"definition":285},"Engagement Letter","A contract between the company and its outside litigation counsel that sets out the scope of representation, fee structure, billing rates, and conflict-of-interest disclosures.",{"term":287,"definition":288},"Ultra Vires","An act taken by a corporation or its officers that falls outside the powers granted by its charter, bylaws, or applicable statute — potentially void or voidable.",{"term":290,"definition":291},"Written Consent in Lieu of Meeting","A mechanism under most corporate statutes allowing all directors to sign a written resolution without convening a formal meeting, provided unanimous consent is obtained.",{"term":293,"definition":294},"Recitals","The introductory 'WHEREAS' clauses in a resolution that set out the background facts and legal basis justifying the board action that follows.",[296,301,306,311,316,321,326,331,336],{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Caption and company identification","Identifies the corporation by its full legal name, state or province of incorporation, and the date and nature of the board action — whether a meeting or written consent.","RESOLUTIONS OF THE BOARD OF DIRECTORS OF [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE], adopted at a [special / regular] meeting held on [DATE] [or by written consent in lieu of a meeting dated [DATE]].","Using a trade name or DBA instead of the registered legal entity name. Courts and opposing counsel require the precise corporate name; a mismatch can delay filing or create standing challenges.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Recitals (WHEREAS clauses)","Summarizes the factual background — the nature of the dispute, the identity of the adverse party, the harm suffered, and why litigation is the appropriate remedy.","WHEREAS, [COMPANY NAME] has suffered damages arising from [DESCRIBE DISPUTE — e.g., the material breach of the Supply Agreement dated [DATE] by [ADVERSE PARTY NAME]], including losses estimated at no less than $[AMOUNT]; and WHEREAS, the Board has determined that commencing litigation is in the best interests of the Company and its shareholders.","Writing vague recitals such as 'a dispute exists with a third party.' Specific recitals tie the authorization to a defined claim; vague ones give officers ambiguous authority that outside counsel may refuse to act on.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Core authorization to file suit","The operative clause where the board formally resolves to authorize the company to initiate legal proceedings against the named adverse party in the appropriate forum.","RESOLVED, that the Company is hereby authorized and directed to commence legal proceedings against [ADVERSE PARTY NAME] in connection with [BRIEF DESCRIPTION OF CLAIM], in the [COURT / JURISDICTION], or such other forum as counsel may advise.","Omitting the specific court or jurisdiction and leaving counsel with no guidance. While counsel may choose the forum, the resolution should at minimum specify the claim type and geographic scope to reflect the board's informed decision.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Designation of authorized officers","Names the specific officer or officers — by title and optionally by name — who are empowered to take all steps necessary to prosecute the litigation on the company's behalf.","RESOLVED FURTHER, that the [CEO / President / General Counsel] of the Company, [NAME IF APPLICABLE], is hereby authorized and empowered, on behalf of the Company, to execute all documents, pleadings, and agreements, and to take all other actions reasonably necessary or advisable to carry out the foregoing resolution.","Authorizing 'any officer' without specifying a title. Courts and counsel need a named or titled individual to verify authority; overly broad language can create competing chains of instruction.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Appointment and engagement of litigation counsel","Authorizes the engagement of a specific outside law firm or grants the authorized officer discretion to retain counsel, and approves the execution of an engagement letter.","RESOLVED FURTHER, that the Company is authorized to retain [LAW FIRM NAME] as litigation counsel in connection with the foregoing proceedings, and that the [CEO / General Counsel] is authorized to execute an engagement letter with such firm on terms approved by the Board.","Failing to include this clause entirely and relying on a general officer-authority clause. Most outside counsel will not accept a new litigation engagement without a board resolution specifically referencing their retention.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Litigation hold directive","Directs the company to preserve all documents, communications, and data relevant to the anticipated litigation, triggering the company's evidence preservation obligations.","RESOLVED FURTHER, that the appropriate officers of the Company shall take all steps necessary to preserve documents, electronically stored information, and other evidence potentially relevant to the litigation described herein, including issuing a litigation hold notice to all relevant employees.","Omitting the litigation hold clause from the resolution. Failure to issue a timely hold can result in spoliation sanctions — adverse inference instructions or evidence exclusion — even if the documents were lost inadvertently.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Ratification of prior actions","Ratifies any steps already taken by officers or counsel before formal board authorization — such as sending demand letters, engaging preliminary counsel, or filing protective filings.","RESOLVED FURTHER, that all actions previously taken by the officers and agents of the Company in connection with the matters described herein — including any demand letters, preservation notices, or preliminary legal filings — are hereby ratified, confirmed, and approved as acts of the Company.","Omitting ratification when demand letters or cease-and-desist notices were already sent by management. Without ratification, those prior communications may be characterized as unauthorized acts of individual officers.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Authority to approve fees and costs","Authorizes the company to pay litigation-related legal fees, court costs, and expenses up to a specified threshold or subject to officer approval.","RESOLVED FURTHER, that the [CFO / CEO] is authorized to approve and pay all reasonable legal fees, court filing fees, expert witness costs, and other expenses incurred in connection with the litigation, up to $[AMOUNT] without further board approval, with any amounts in excess subject to Board review.","Providing no fee-authorization ceiling at all. An open-ended fee authorization exposes the company to runaway litigation costs without any board oversight mechanism.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Certification and execution block","The corporate secretary or an authorized officer certifies that the resolution was duly adopted, that a quorum was present or unanimous consent was obtained, and that it is a true and accurate record.","I, [CORPORATE SECRETARY NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the Board of Directors at a meeting at which a quorum was present [or by unanimous written consent], and that such resolutions are in full force and effect as of the date hereof. _________________________ [CORPORATE SECRETARY SIGNATURE AND DATE]","Having only one director sign when the bylaws require the corporate secretary to certify separately. Courts and opposing parties frequently request a certified copy — an improperly executed resolution can be challenged as inadequate proof of authority.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Confirm the company's legal name and incorporation details","Enter the company's exact registered legal name, the state or province of incorporation, and the entity type (corporation, LLC, nonprofit). Cross-reference the corporate registry filing to ensure the name matches exactly.","Pull the most recent certificate of good standing — it confirms the legal name and that the company is authorized to do business, which opposing counsel may request.",{"step":348,"title":349,"description":350,"tip":351},2,"Describe the dispute accurately in the recitals","Draft WHEREAS clauses that identify the adverse party by full legal name, describe the claim (breach of contract, IP infringement, fraud, etc.), state the approximate damages or relief sought, and reference any prior demand or notice already sent.","Coordinate with litigation counsel before finalizing the recitals — overly broad or inaccurate descriptions can complicate the pleading if the resolution is attached to the complaint or referenced in discovery.",{"step":353,"title":354,"description":355,"tip":356},3,"Draft the core authorization clause with a specific claim and forum","State that the company is authorized to file suit against the named adverse party, specify the type of claim and the intended court or jurisdiction, and confirm that the board has determined the action to be in the company's best interests.","If the forum has not yet been determined, write 'in such court or jurisdiction as litigation counsel may advise' to preserve flexibility without leaving the clause empty.",{"step":358,"title":359,"description":360,"tip":361},4,"Designate the authorized officer by title and name","Identify the officer — CEO, President, or General Counsel — who will instruct counsel and execute documents. Include their name if the individual is known at the time of adoption.","Designate a backup officer in case the primary is unavailable to sign time-sensitive court filings or settlement documents.",{"step":363,"title":364,"description":365,"tip":366},5,"Identify and engage litigation counsel","Name the outside law firm being retained or authorize the designated officer to retain counsel. If the engagement letter has already been negotiated, reference it by date and firm name and authorize its execution.","Ask counsel to review the draft resolution before adoption — they will confirm the scope of authority is sufficient for the specific proceedings and flag any jurisdiction-specific requirements.",{"step":368,"title":369,"description":370,"tip":371},6,"Include a litigation hold directive","Add a clause directing the appropriate officers to issue an immediate litigation hold notice to all employees who may have relevant documents, emails, or data — including IT systems, cloud storage, and personal devices used for company business.","Date the litigation hold separately from the resolution and keep a log of who received it and when. The hold date, not the filing date, is what courts examine for spoliation purposes.",{"step":373,"title":374,"description":375,"tip":376},7,"Adopt the resolution by the correct procedure","Convene a duly noticed board meeting at which a quorum is present, or obtain unanimous written consent from all directors if your bylaws permit. Record the vote accurately — including any abstentions or dissenting votes.","Check your bylaws for the required quorum threshold and whether a simple majority or supermajority is needed for litigation authorization — some charters impose a higher bar for significant legal actions.",{"step":378,"title":379,"description":380,"tip":381},8,"Certify and distribute the executed resolution","Have the corporate secretary sign the certification block, date it, and attach it to the company's minute book. Provide a certified copy to outside counsel, and retain the original in corporate records.","Outside counsel will typically attach the certified resolution to their conflict-check and file-opening paperwork — send it promptly to avoid delays in engagement and filing deadlines.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Using a trade name instead of the registered legal entity name","A resolution identifying 'Acme Solutions' instead of 'Acme Solutions, Inc.' creates a standing question — the named entity may not be the party with rights to sue. Courts and opposing counsel routinely challenge authority on this basis.","Pull a current certificate of good standing from the state or provincial corporate registry and copy the legal name exactly as it appears.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting a litigation hold clause","Litigation hold obligations arise the moment a lawsuit is reasonably anticipated — which is when the board votes to sue. Delay in issuing a hold exposes the company to spoliation sanctions, including adverse inference instructions at trial.","Add an explicit hold clause to every litigation resolution and issue the hold notice to relevant employees on the same day the resolution is adopted.",{"mistake":392,"why_it_matters":393,"fix":394},"Failing to ratify prior management actions","If officers already sent demand letters or engaged preliminary counsel before board authorization, those acts may be characterized as unauthorized. Opposing counsel can use this to challenge the company's litigation posture or seek sanctions.","Include a ratification clause covering all steps taken before formal board action, referencing each prior action specifically — demand letters by date, preliminary counsel by firm name.",{"mistake":396,"why_it_matters":397,"fix":398},"Adopting the resolution without a proper quorum","A resolution adopted by fewer directors than required by the bylaws is voidable and may be challenged by opposing counsel, shareholders, or the court as unauthorized corporate action.","Confirm the quorum requirement in the company's bylaws before calling the meeting. If not all directors can attend, use a written consent procedure if permitted — but only with the required level of director approval.",{"mistake":400,"why_it_matters":401,"fix":402},"No fee authorization ceiling","Open-ended fee authorization removes all board oversight from what can become a seven-figure cost center. Shareholders or audit committees may later challenge spending that was never capped or reviewed.","Set a specific dollar threshold — e.g., up to $50,000 without further approval — and require the authorized officer to return to the board for additional authorization if costs exceed that amount.",{"mistake":404,"why_it_matters":405,"fix":406},"Attaching the resolution to the complaint without counsel review","A resolution attached as a public exhibit discloses the board's internal deliberations, damages estimates, and litigation strategy. This can waive privilege and hand the adverse party a roadmap to your case.","Let litigation counsel decide whether and in what form to reference the resolution in court filings. The certified copy should go to counsel only — not be incorporated into public pleadings without legal advice.",[408,411,414,417,420,423,426,429,432,435],{"question":409,"answer":410},"What is a board resolution to commence litigation?","A board resolution to commence litigation is a formal corporate document in which a company's board of directors votes to authorize the company to file a lawsuit against another party. It records the board's decision, identifies the adverse party and the nature of the claim, designates the officer empowered to act, appoints outside counsel, and directs the company to preserve relevant evidence. Courts and opposing counsel frequently require proof of this authorization before accepting that a corporation's lawsuit was properly approved.\n",{"question":412,"answer":413},"When does a board need to authorize litigation?","In most corporations, the board of directors holds ultimate authority over significant corporate actions — including initiating lawsuits. While day-to-day operational decisions may be delegated to officers, commencing formal legal proceedings is typically considered a material action requiring board approval under the company's bylaws and applicable corporate statute. Some bylaws set a dollar threshold — e.g., any claim above $25,000 requires board authorization — while others require approval for all litigation regardless of size.\n",{"question":415,"answer":416},"Can an officer sue on behalf of the company without a board resolution?","In most jurisdictions, an officer acting without board authorization may technically be able to initiate a filing, but the company's right to pursue the litigation can be challenged. Courts, opposing counsel, and the company's own outside counsel will typically demand proof of board authority. Acting without it exposes the officer to personal liability for unauthorized acts and gives the adverse party grounds to seek dismissal or sanctions. The resolution eliminates this risk by creating a clear, dated record of authorized corporate action.\n",{"question":418,"answer":419},"Does the board resolution need to be notarized?","In most jurisdictions, a board resolution does not require notarization to be valid. It typically requires the corporate secretary's certification, the signatures of the required officers or directors, and inclusion in the company's minute book. Some banks, courts in specific matters, and foreign jurisdictions may request a notarized or apostille-authenticated copy — particularly for international litigation or enforcement proceedings. Check with litigation counsel whether any additional authentication is needed for the specific forum.\n",{"question":421,"answer":422},"What is the difference between a board resolution and board meeting minutes?","Board meeting minutes are the full record of everything discussed, voted on, and decided at a board meeting — including attendance, agenda items, debates, and all resolutions adopted. A board resolution is the specific operative decision extracted from or adopted independently of minutes. For litigation purposes, outside counsel and courts typically want the resolution as a standalone certified document, not a full set of minutes. The resolution is what outside counsel files or presents; the minutes stay in the corporate minute book.\n",{"question":424,"answer":425},"What should the recitals in a litigation resolution include?","Effective recitals identify the adverse party by full legal name, describe the nature of the dispute with enough specificity to distinguish it from other potential claims (e.g., citing the contract breached, the date of the breach, and the estimated damages), and state that the board has reviewed the matter and determined that litigation is in the company's best interests. Vague recitals such as 'a dispute exists' give officers ambiguous authority and may be challenged by the adverse party or revisited in discovery.\n",{"question":427,"answer":428},"Does a single-member LLC need a board resolution to sue?","A single-member LLC typically does not have a board of directors, so the authorization mechanism differs. The sole member or manager may authorize litigation through a manager or member resolution, or through an operating agreement provision granting the managing member litigation authority. The concept is the same — creating a documented, dated authorization — but the governing document is the operating agreement rather than a board charter or bylaws. Outside counsel will still request proof of authority in the same format.\n",{"question":430,"answer":431},"What happens if the board adopts the resolution without a quorum?","A resolution adopted without the quorum required by the company's bylaws or applicable corporate statute is voidable, meaning it can be challenged and potentially declared invalid. Opposing counsel may raise the defect as a standing or authority challenge in the litigation itself. The fix is to re-adopt the resolution at a properly constituted meeting or cure the defect through a unanimous written consent of all directors if the bylaws permit that procedure as an alternative to a meeting.\n",{"question":433,"answer":434},"Should the litigation resolution be kept confidential?","Yes, in most cases. The resolution is a privileged corporate document and should be treated as attorney-client privileged communication once it is shared with litigation counsel. Attaching it to public court filings or producing it in discovery without counsel review can waive privilege and disclose the board's litigation strategy, damages estimates, and internal deliberations. Distribute the certified copy only to outside counsel and retain the original in the company's sealed minute book.\n",{"question":436,"answer":437},"Can the resolution authorize multiple lawsuits at once?","Yes, a resolution can authorize the company to pursue related claims against multiple defendants, or can broadly authorize the designated officer to commence proceedings in connection with a defined dispute across all necessary forums. However, for clarity and privilege purposes, most corporate counsel recommend a separate resolution for each materially distinct litigation matter — so that the authorization is tightly scoped and cannot be misread as a general license to sue without further board oversight.\n",[439,443,447,451,455,459],{"industry":440,"icon_asset_id":441,"specifics":442},"Technology / SaaS","industry-saas","IP infringement claims, breach of SaaS subscription agreements, and misappropriation of trade secrets by departed employees frequently require rapid board authorization to meet statute-of-limitations deadlines.",{"industry":444,"icon_asset_id":445,"specifics":446},"Financial Services","industry-fintech","Fraud recovery actions, breach of fiduciary duty claims, and regulatory enforcement support commonly require board-level authorization, with heightened scrutiny from regulators on the governance process followed.",{"industry":448,"icon_asset_id":449,"specifics":450},"Real Estate","industry-real-estate","Construction defect claims, landlord-tenant disputes, and title litigation require board or manager authorization that is often reviewed by title insurers and lenders as part of the affected property's due diligence.",{"industry":452,"icon_asset_id":453,"specifics":454},"Manufacturing","industry-manufacturing","Supplier breach, product liability counterclaims, and distribution agreement disputes require board authorization that also triggers supply-chain litigation hold obligations covering procurement and quality records.",{"industry":456,"icon_asset_id":457,"specifics":458},"Healthcare","industry-healthtech","Billing disputes, insurance subrogation claims, and contract enforcement against payers require board authorization documented in compliance with healthcare governance standards and accreditation requirements.",{"industry":460,"icon_asset_id":461,"specifics":462},"Professional Services","industry-professional-services","Fee recovery actions, breach of engagement agreements, and non-compete enforcement against departed partners all require board or managing-partner resolutions before outside counsel will open a file.",[464,467,471,474],{"vs":92,"vs_template_id":465,"summary":466},"board-meeting-minutes-D77","Board meeting minutes are a comprehensive record of everything discussed and decided at a full board meeting — attendance, agenda, debates, and all votes. A board resolution to commence litigation is a focused, standalone authorization document that outside counsel and courts can act on directly. Minutes live in the minute book; the resolution is what gets certified and delivered to counsel. Many companies extract the relevant resolution from the minutes for distribution.",{"vs":468,"vs_template_id":469,"summary":470},"Written Consent of Directors in Lieu of Meeting","D{WRITTEN_CONSENT_ID}","A written consent allows directors to adopt a resolution without convening a formal meeting, provided all required directors sign. It is functionally equivalent to a resolution adopted at a meeting and is permitted under most corporate statutes. Use a written consent when speed is critical — such as an impending statute-of-limitations deadline — and a formal meeting cannot be convened in time.",{"vs":140,"vs_template_id":472,"summary":473},"D{DEMAND_LETTER_ID}","A demand letter is sent to the adverse party before filing suit, requesting cure or payment and signaling the company's intent to litigate if the demand is not met. It is not a governance document — it does not authorize the company to sue. The board resolution is the internal authorization; the demand letter is the external notice. In many disputes, the demand letter is sent first and the resolution ratifies it while also authorizing the next step.",{"vs":475,"vs_template_id":476,"summary":477},"Retainer Agreement / Engagement Letter","D{RETAINER_AGREEMENT_ID}","An engagement letter is the contract between the company and its outside litigation counsel — covering scope, fees, and billing terms. The board resolution authorizes the company to retain counsel and commence proceedings; the engagement letter is the contract that implements that authorization. Outside counsel typically requires both before opening a file: the resolution confirms they have a properly authorized client, and the engagement letter governs the representation.",{"use_template":479,"template_plus_review":483,"custom_drafted":487},{"best_for":480,"cost":481,"time":482},"Small businesses and startups with straightforward, single-defendant claims where the board is aligned and internal counsel can review","Free","30–60 minutes",{"best_for":484,"cost":485,"time":486},"Companies with complex bylaws, multi-defendant actions, cross-border disputes, or where privilege and confidentiality are a concern","$300–$800 for a one-hour outside counsel review","1–2 business days",{"best_for":488,"cost":489,"time":490},"Public companies, heavily regulated entities, derivative actions, or litigation involving material shareholder or regulatory disclosure obligations","$1,000–$3,000+","3–7 business days",[492,497,502,507],{"code":493,"name":494,"flag_asset_id":495,"note":496},"us","United States","flag-us","Under the Model Business Corporation Act and most state corporation statutes, the board of directors has plenary authority over corporate litigation decisions. Delaware corporations — home to over 60% of Fortune 500 companies — require board authorization for significant litigation under DGCL §141. Derivative actions require a prior demand on the board or a showing that demand is excused under the Aronson test. Federal courts and most state courts routinely request a certified resolution as proof of authority when a corporation appears as plaintiff.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"ca","Canada","flag-ca","Under the Canada Business Corporations Act and provincial equivalents (OBCA, ABCA, BCBCA), the board of directors manages the affairs of the corporation and must authorize material legal actions. Quebec civil law principles apply to corporations incorporated under the QCA — the authorization mechanics are similar but procedural rules for corporate authorizations may differ. Certified resolutions are standard practice and are required by most Canadian litigation counsel before accepting instructions.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, the board of directors is responsible for managing the company's affairs, including authorizing litigation. Decisions may be made by written resolution or at a board meeting with the requisite quorum under the company's articles of association. Derivative claims under Part 11 of the Companies Act 2006 require court permission and cannot be authorized by an ordinary board resolution alone. Outside solicitors are required to conduct client due diligence confirming authority before accepting instructions.",{"code":508,"name":509,"flag_asset_id":510,"note":511},"eu","European Union","flag-eu","Corporate governance frameworks across EU member states require board or management board authorization for significant legal proceedings, though the structure varies — two-tier board systems in Germany and the Netherlands separate supervisory and management functions. In France, the Conseil d'Administration must authorize material litigation under the company's statuts. GDPR considerations arise when litigation involves processing personal data of EU data subjects, requiring a lawful basis assessment before disclosure in discovery or cross-border proceedings.",[261,513,514,515,516,517,518,519,520,521,522,523],"cease-and-desist-letter-D12916","non-disclosure-agreement-nda-D12692","demand-letter-D13262","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","corporate-governance-policy-D13943","partnership-agreement-D163","letter-of-intent_acquisition-of-business-D5197","board-resolution-to-open-bank-account-D68","conflict-of-interest-policy-for-board-members-D13933","settlement-agreement-D916",{"emit_how_to":203,"emit_defined_term":203},{"primary_folder":118,"secondary_folder":526,"document_type":527,"industry":528,"business_stage":529,"tags":530,"confidence":536},"transfers-terminations-and-releases","resolution","general","all-stages",[531,532,533,534,535],"legal","governance","board-resolution","litigation","corporate-decision",0.92,"\u003Ch2>What is a Board Resolution To Commence Litigation?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution To Commence Litigation\u003C/strong> is a formal corporate governance document in which a company's board of directors votes to authorize the corporation to initiate legal proceedings against a named adverse party. It records the board's decision, identifies the dispute with sufficient specificity to tie the authorization to a defined claim, designates the officer empowered to instruct counsel and execute court documents, and appoints outside litigation counsel — all in a single certified instrument that can be delivered to courts, opposing counsel, and retained attorneys as proof of proper corporate authority. Unlike an officer's unilateral decision to file suit, a board resolution creates a clear, dated record that the action was approved at the governance level required by the company's bylaws and applicable corporate statute.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a board resolution, a corporation's authority to maintain a lawsuit can be challenged at any stage of the proceedings — including after significant legal fees have been spent. Courts in the United States, Canada, the United Kingdom, and across the EU routinely require corporations to prove that their litigation was authorized by the board before granting substantive relief. Outside counsel will typically decline to open a file or make a filing on the company's behalf until they have a certified copy in hand. Beyond satisfying procedural requirements, the resolution also triggers the company's evidence-preservation obligations by formalizing the moment litigation became reasonably anticipated — establishing the litigation hold date that courts examine if spoliation is later alleged. For a document that takes under an hour to complete, the cost of omitting it is disproportionately high: standing challenges, sanctions exposure, and an unauthorized officer acting without a clear chain of command. This template gives you the structure to adopt a properly worded resolution before counsel files the first pleading.\u003C/p>\n",1781186029674]