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A Board Resolution To Issue General Release is a formal corporate governance document in which a company's board of directors votes to authorize the corporation to waive all claims — known and unknown — that it holds against a named party as of a specified effective date. It records the board's quorum, vote, and best-interests determination, designates the officer authorized to execute the release on the company's behalf, and is certified by the corporate secretary for filing in the minute book. The resolution does not itself release the claims; rather, it establishes the documented corporate authority that makes any resulting release binding on the company.
A release signed by a single officer without board authorization may be challenged as ultra vires — outside that officer's authority — leaving the corporation still legally holding the claims it intended to waive. Counterparties, lenders, and acquirers routinely demand a certified board resolution before accepting a corporate release as valid, and failure to produce one can stall a settlement closing, a transaction, or a financing. Beyond enforceability, the board's documented best-interests determination protects directors against shareholder derivative claims that the release was a waste of corporate assets. This template gives you a structured, legally grounded starting point that covers every required element — quorum, consideration, scope of claims, authorized signatory, and governing law — so your settlement authority is clear, your corporate records are complete, and no counterparty can question whether the company was properly bound.
| If your situation is… | Use this template |
|---|---|
| Releasing claims against a departing executive or officer | Board Resolution To Issue General Release (Officer) |
| Settling a contractual dispute with a vendor or supplier | General Release Agreement |
| Authorizing settlement and payment of a monetary claim | Board Resolution To Settle Litigation |
| Releasing a personal guarantor from a corporate obligation | Release of Personal Guarantee |
| Mutual release of claims between two corporate parties | Mutual Release Agreement |
| Releasing claims as part of a full acquisition closing | Board Resolution To Approve Asset Purchase Agreement |
| Documenting unanimous written consent in lieu of a formal meeting | Unanimous Written Consent of the Board |
Why it matters: A release with no real consideration — or only nominal 'good and valuable consideration' language — may be unenforceable in a contract dispute. Courts require a genuine exchange of value.
Fix: State the specific consideration in the recitals: the settlement amount, mutual releases given, or other tangible benefit the corporation receives in exchange.
Why it matters: A release signed by a single officer without proof of board authorization can be challenged as ultra vires — beyond the officer's authority — leaving the company still holding the released claims.
Fix: Include the quorum and vote count in the resolution body, or attach the signed unanimous written consent pages as evidence of board authority.
Why it matters: Without a documented finding that the release serves the company's best interests, directors who authorize the release of valuable claims risk shareholder derivative suits for waste of corporate assets.
Fix: Add a specific 'be it resolved' clause stating the board's determination that the release is in the best interests of the company and its shareholders.
Why it matters: A release signed in a trade name may not bind the corporation, and a counterparty could argue that the legal entity never actually released its claims.
Fix: Verify the exact corporate name in the state or provincial registry before drafting the resolution, and use that name consistently throughout.
Why it matters: A broad general release with no carve-outs may inadvertently waive the corporation's indemnification rights, insurance recovery rights, or claims under agreements executed after the effective date.
Fix: Review the underlying settlement and related agreements with counsel to identify any rights the company intends to keep, and list them as explicit exclusions.
Why it matters: Many banks, acquirers, and counterparties require the certifying officer to be a different person from the authorized signatory as a check on authority. Dual execution by the same person may cause the counterparty to reject the resolution.
Fix: Assign the certification to the corporate secretary or another officer who is not the designated signatory. If the company has only one officer, note this in the resolution and obtain additional board member signatures.
In plain language: Identifies the corporation by its full legal name and state or jurisdiction of incorporation, and sets out the factual background — the nature of the dispute, claim, or relationship that makes the release appropriate.
WHEREAS, [CORPORATION LEGAL NAME], a [STATE] [ENTITY TYPE] (the 'Company'), has certain claims or potential claims arising from or relating to [BRIEF DESCRIPTION OF MATTER] against [RELEASED PARTY NAME] (the 'Released Party');
Common mistake: Using a trade name or DBA instead of the registered corporate name. If the releasing entity name does not match the corporate charter, the release may not bind the corporation.
In plain language: Confirms that a quorum of the board was present at the meeting (or that unanimous written consent was obtained), that the resolution was put to a vote, and that it passed by the required threshold.
RESOLVED, that the Board of Directors of the Company, a quorum being present and voting, hereby approves and authorizes the execution and delivery of a General Release in favor of the Released Party.
Common mistake: Omitting the quorum confirmation. Without it, a party receiving the release cannot confirm the action was validly taken, making the release vulnerable to challenge.
In plain language: The operative clause authorizing the corporation to issue the release — the specific 'resolved' language that creates the corporate authority.
RESOLVED FURTHER, that the Company is hereby authorized and directed to execute a General Release, releasing and forever discharging the Released Party from any and all claims, demands, actions, causes of action, obligations, and liabilities of any kind, whether known or unknown, arising through the date of the Release.
Common mistake: Limiting the release to 'known claims' only. In most commercial settlements, the releasing party intends to close the matter entirely — failing to include unknown claims can leave residual liability exposure unresolved.
In plain language: Recites the value or benefit the corporation receives in exchange for issuing the release, establishing that adequate consideration supports the instrument.
WHEREAS, in consideration of [SETTLEMENT PAYMENT OF $[AMOUNT] / MUTUAL RELEASES / [OTHER CONSIDERATION]], the receipt and sufficiency of which are hereby acknowledged, the Board has determined it is in the best interests of the Company to issue the General Release;
Common mistake: Reciting consideration in vague or nominal terms such as 'good and valuable consideration' without any specifics. Courts and counterparties may question enforceability where no real exchange is documented.
In plain language: A finding by the board that authorizing the release serves the corporation's best interests, which protects directors from breach-of-fiduciary-duty claims by shareholders.
RESOLVED, that the Board of Directors has determined that it is in the best interests of the Company and its shareholders to authorize and issue the General Release in favor of the Released Party on the terms described herein.
Common mistake: Skipping this clause in resolutions involving releases of material claims. Without a documented best-interests finding, directors may face shareholder derivative suits challenging the release as a waste of corporate assets.
In plain language: Names the specific officer — typically the CEO, President, or Secretary — authorized to sign the release on the corporation's behalf and to take any related actions.
RESOLVED FURTHER, that [OFFICER TITLE], [OFFICER NAME], is hereby authorized and directed to execute and deliver the General Release and any related documents on behalf of the Company, and to take all actions necessary to carry out the purposes of this Resolution.
Common mistake: Authorizing a title rather than a named individual. If the officer in that title has changed since the resolution was signed, the counterparty may dispute authority.
In plain language: Specifies the categories of claims covered — breach of contract, tort, employment claims, regulatory claims, or all claims of any nature — and any explicit carve-outs the board wishes to preserve.
The General Release shall cover any and all claims, known or unknown, including but not limited to claims for breach of contract, negligence, fraud, misrepresentation, and any claims arising under applicable federal, state, or provincial law, excepting only [CARVE-OUTS, IF ANY].
Common mistake: Including no carve-outs when specific rights must be preserved — such as indemnification rights, insurance claims, or post-settlement payment obligations. A release with no carve-outs may inadvertently waive rights the company intends to keep.
In plain language: States the date as of which the release takes effect, which may differ from the date the resolution is adopted or the release is signed.
The General Release shall be effective as of [DATE] (the 'Effective Date'), and shall release all claims arising prior to and including the Effective Date.
Common mistake: Leaving the effective date blank or writing 'to be determined.' An undated release is ambiguous as to which claims are covered and may be unenforceable.
In plain language: A certification block signed by the corporate secretary or another officer confirming that the resolution was duly adopted and that it is a true and correct extract of the company's board records.
I, [SECRETARY NAME], Secretary of [CORPORATION LEGAL NAME], hereby certify that the foregoing is a true, correct, and complete copy of resolutions duly adopted by the Board of Directors at a [meeting held on / written consent effective] [DATE], and that such resolutions remain in full force and effect.
Common mistake: Having the same person who is the authorized signatory also certify the resolution. Many counterparties and banks require the certifying officer to be someone other than the person executing the document.
In plain language: Specifies which jurisdiction's law governs the resolution and the release it authorizes, ensuring consistent interpretation.
This Resolution and the General Release authorized hereby shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict-of-laws principles.
Common mistake: Omitting a governing law clause entirely. When the corporation, the released party, and the subject matter are in different jurisdictions, courts must guess which law applies — producing unpredictable results.
Use the exact registered name from the corporate charter or certificate of incorporation — not a trade name or abbreviation. Include the state or province of incorporation and entity type (e.g., 'a Delaware corporation').
💡 Pull the exact legal name from your most recent state filing or certificate of good standing to avoid discrepancies that could invalidate the resolution.
Name every individual, entity, and related party being released. If the release covers a company's affiliates, officers, directors, and agents, list them explicitly or define them as a class within the recitals.
💡 Ambiguity about who is released is the most litigated issue in release enforcement. If in doubt, be over-inclusive in defining the released parties.
Fill in the recitals with a factual summary of the matter being released — the dispute, agreement, or transaction — and state the specific consideration being received (settlement amount, mutual releases, or other benefit).
💡 Avoid overly detailed factual recitals that could be used against the company in future litigation. A two-to-three sentence summary is sufficient.
Check your corporate bylaws for the required quorum and vote threshold for this type of resolution. Enter the number of directors present and the vote count (e.g., 'approved by a vote of 4 in favor, 0 opposed, 0 abstaining').
💡 If the board is acting by unanimous written consent rather than at a meeting, replace the quorum and vote language with the UWC recital and attach the signed consent pages.
Designate the specific officer who will sign the release — typically the CEO, President, or CFO. Use both title and full legal name to eliminate ambiguity.
💡 If there is any chance the officer's role will change before the release is executed, authorize 'the [TITLE] of the Company, whoever holds that office at the time of execution' as a fallback.
List the categories of claims being released. Then explicitly list any rights, claims, or obligations the corporation is preserving — indemnification rights, post-settlement payment claims, or ongoing contractual obligations.
💡 Run the carve-out list past whoever negotiated the underlying settlement to ensure nothing material is inadvertently waived.
Agree on a specific calendar date as of which the release is effective. Enter it consistently in both the resolution and the release agreement itself.
💡 The effective date is often the date the settlement consideration is received or the last party signs — confirm this with all parties before filing.
The corporate secretary (or another officer who did not sign the release) should execute the certification block. File the executed resolution in the company's minute book and provide a certified copy to any counterparty that requires it.
💡 Banks, acquirers, and counterparties often require a certified copy with a corporate seal or apostille — confirm the required form before closing.
A board resolution to issue a general release is a formal corporate document in which the board of directors votes to authorize the company to waive all claims it holds against a specified party as of a defined effective date. It establishes the corporate authority for the release, names the officer who will sign it, and confirms that adequate consideration was received. Without this resolution, a release signed only by an officer may lack the authority to bind the corporation.
A board resolution is generally required when the claims being released are material — meaning their value or strategic significance is significant enough that a single officer should not waive them unilaterally. It is also required when the counterparty, a lender, or an acquirer demands documented board authority as a condition of accepting the release. Most corporate bylaws require board approval for settlements or releases above a threshold dollar amount.
A board resolution is the internal corporate authorization document — it records the vote and designates who can sign. A general release agreement is the external binding instrument that actually waives the claims. The resolution authorizes the release; the release executes it. Both documents are typically required, and the release agreement should reference the authorizing resolution by date and subject matter.
In many cases, no. Corporate bylaws and governance documents typically limit an officer's unilateral authority to bind the company on matters above a defined threshold. Releasing material claims without board authorization may be voidable by the corporation and may expose the officer to liability for acting without authority. Review your bylaws and operating agreement before any officer signs a release unilaterally.
Notarization is not typically required for the board resolution itself in most US states or Canadian provinces, but some counterparties — particularly banks and foreign parties — may request a notarized or apostilled certified copy. The general release agreement the resolution authorizes may have its own execution requirements depending on the jurisdiction and the subject matter of the claims being released.
A general release requires real, identifiable consideration to be enforceable as a contract. Typical consideration includes a settlement payment, mutual releases from the other party, dismissal of pending litigation, or a combination. Nominal or recited-only consideration ('one dollar and other good and valuable consideration') is increasingly scrutinized by courts, particularly where substantial claims are released. State the actual consideration in the resolution's recitals whenever possible.
The executed resolution should be filed in the company's official minute book alongside the meeting minutes or unanimous written consent that records its adoption. The corporate secretary should execute a certification confirming the resolution was duly adopted. Counterparties typically require a certified copy — some may also request a certificate of good standing or a legal opinion confirming the officer's authority.
The functional purpose is the same, but the governance mechanics differ. An LLC uses a manager or member resolution rather than a board resolution, and the authority structure is governed by the operating agreement rather than bylaws. The resolution template should be adapted to reference 'members' or 'managers' as applicable, and quorum and voting thresholds should reflect what the operating agreement requires rather than corporate statute defaults.
A general release agreement is the operative instrument that actually waives the claims — it is signed by both parties and creates the binding obligation. A board resolution is the internal authorization document that gives an officer authority to sign that release on the corporation's behalf. Both are typically needed: the resolution authorizes; the release executes.
A mutual release agreement involves both parties releasing each other simultaneously — useful when both sides have potential claims arising from the same matter. A board resolution to issue a general release is a one-way corporate authorization. If both parties are corporations, each may need its own board resolution authorizing its side of a mutual release.
A settlement agreement is a broader document that covers the full terms of resolving a dispute — payment amounts, confidentiality, non-disparagement, and the release of claims. A board resolution authorizes the corporation to enter into that settlement and execute any release it contains. The resolution is typically a prerequisite to, not a substitute for, the settlement agreement itself.
A unanimous written consent (UWC) is the procedural mechanism by which directors approve a resolution without holding a formal meeting — all directors sign the consent in lieu of convening. A board resolution to issue a general release can be adopted either at a meeting or by UWC. The resolution is the substance of what is authorized; the UWC is the process by which it is adopted when no meeting is held.
Releases tied to founder buyouts, executive departures, or IP dispute settlements frequently require board authorization before a VC-backed company can waive claims.
Regulated entities often require documented board authority for any release of claims as part of internal controls and regulatory examination readiness.
Releases tied to vendor disputes, physician departures, or billing settlements typically require board-level sign-off to satisfy compliance and governance requirements.
Law firms, accounting firms, and consultancies use board or partnership resolutions to authorize releases as part of client dispute settlements or lateral partner departures.
Board authority to issue releases is governed by the corporation's state of incorporation — Delaware, for example, allows broad delegation to officers but requires board approval for extraordinary transactions. California Civil Code §1542 requires an express waiver to release unknown claims; without it, released parties may argue that unknown claims survive. Several states impose additional requirements for releases of employment-related claims, including mandatory waiting periods and attorney consultation rights under the ADEA for workers over 40.
Canadian corporate law (federal CBCA or provincial equivalents) requires that board resolutions be adopted by the required quorum and recorded in the company's minute book. Employment-related releases must comply with each province's employment standards legislation, which may impose minimum entitlements that cannot be waived. In Quebec, releases and resolutions must be in French for provincially regulated corporations, and notarization may be required for certain instruments.
Under the Companies Act 2006, board resolutions must be passed by the requisite majority set out in the company's articles of association and recorded in board minutes or as a written resolution. Releases of employment claims are subject to strict rules — a compromise agreement releasing statutory employment rights must be signed by a qualified independent legal adviser. Releases involving directors may also require shareholder approval under sections 177–182 of the Companies Act.
EU member states vary significantly in their corporate governance requirements for board resolutions. In Germany, the supervisory board may need to approve releases involving management board members. French companies must comply with conventions réglementées procedures for certain related-party releases. Across the EU, employment-related releases are heavily regulated, and collective agreements or works council consultation may be required before a release of employment claims is valid. GDPR considerations apply when the release involves acknowledgment of personal data processing disputes.
| Path | Best for | Cost | Time |
|---|---|---|---|
| Use the template | Small businesses and closely held companies releasing routine vendor or contractor claims with no litigation pending | Free | 30–60 minutes |
| Template + legal review | Companies releasing employment claims, officer liability, or claims above $50,000 in value | $500–$1,500 | 1–3 days |
| Custom drafted | Public companies, VC-backed startups, regulated entities, or releases tied to M&A transactions or active litigation | $2,000–$7,500+ | 1–2 weeks |
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