[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-board-resolution-to-issue-general-release-D68":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":186,"customdescription":6,"mdFm":187,"mdProseHtml":529},{"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 ISSUE A GENERAL RELEASE DULY PASSED ON [DATE] ISSUANCE OF A GENERAL RELEASE WHEREAS, a claim has or may arise between [YOUR COMPANY NAME] and [NAME] arising from [DESCRIBE], be it: RESOLVED, that [YOUR COMPANY NAME] delivers a General Release to [NAME] in an attempt to terminate any possibility of future claim by or against [YOUR COMPANY NAME] arising from the above, provided [YOUR COMPANY NAME] and its agents, employees, successors and assigns are simultaneously released by the General Release signed by [NAME].",null,"Board Resolution to Issue General Release","1",28,"doc","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-to-issue-general-release-D68.png","https://templates.business-in-a-box.com/imgs/250px/68.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#68.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 issue general release","Board Resolution to Issue General Release 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Resolution to Commence Litigation","/template/board-resolution-to-commence-litigation-D67","https://templates.business-in-a-box.com/imgs/250px/67.png",{"label":87,"url":88,"thumb":89,"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",{"description":91,"descriptionCustom":6,"label":92,"pages":93,"size":94,"extension":10,"preview":95,"thumb":96,"svgFrame":97,"seoMetadata":98,"parents":100,"keywords":106,"url":107},"GENERAL RELEASE AND SETTLEMENT AGREEMENT This General Release and Settlement Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [PLAINTIFF'S FULL NAME] (the \"Plaintiff\"), 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: [DEFENDANT FULL NAME] (the \"Defendant\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] on behalf of themselves, their respective heirs, executors, administrators, agents, and assignees (collectively \"Defendant\"). (Plaintiff and Defendant are referred to herein collectively as the \"Party\" or \"Parties.\") WHEREAS, a dispute has arisen between the Parties regarding the [ describe dispute briefly] (the \"Dispute\"); and, WHEREAS, Plaintiff has filed an action in court in the matter of [case number and index number], (the \"Litigation\"); and, WHEREAS, Plaintiff has complained of economic damages arising out of the Dispute, which are expressly denied by Defendant; and, WHEREAS, the Parties have agreed to resolve the Dispute and the Litigation; and, WHEREFORE, intending to be legally bound, the Parties hereby agree as follows: SETTLEMENT PAYMENT 1.1. Defendant shall pay Plaintiff a total of $ [AMOUNT]. 1.2. At the time of the Parties' signing of this Agreement, Defendant shall have sent by hand delivery a bank check in the amount of $ [AMOUNT] (the \"Settlement Payment\") to the office of Plaintiff's attorney, [PLAINTIFF'S ATTORNEY], by [DELIVERY DATE]. 1.3. After the delivery of the Settlement Payment, Plaintiff shall execute an original and one copy of this Agreement and send to Defendant. Defendant shall execute and return a fully executed original of this Agreement to Plaintiff's counsel. Within one court day of receiving such fully executed Agreement and payment, Plaintiff will file a Stipulation of Discontinuance with the [COURT]. MUTUAL RELEASE In consideration for the Settlement Payment described in paragraph 1 above and other good and valuable consideration, receipt of which is hereby acknowledged, Plaintiff does hereby release, acquit, and forever discharge Defendant from any and all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Plaintiff does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. Defendant does hereby release, cancel, forgive and forever discharge Plaintiff and each of her holding companies, subsidiaries, affiliates, divisions, successors, heirs, and assigns in all capacities whatsoever, including without limitation as an officer, director, employee, representative, designee, agent, and shareholder thereof, from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Defendant does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. DISMISSAL OF LAWSUIT ","General Release and Settlement Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/general-release-and-settlement-agreement-D12554.png","https://templates.business-in-a-box.com/imgs/250px/12554.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12554.xml",{"title":99,"description":6},"general release and settlement agreement",[101,103],{"label":36,"url":102},"business-legal-agreements",{"label":104,"url":105},"Release Agreements","release-agreement","general release settlement agreement","/template/general-release-and-settlement-agreement-D12554",{"description":109,"descriptionCustom":6,"label":110,"pages":111,"size":112,"extension":10,"preview":113,"thumb":114,"svgFrame":115,"seoMetadata":116,"parents":117,"keywords":120,"url":121},"MUTUAL RELEASE This Mutual Release (the \"Release\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First 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: [SECOND PARTY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS NOW THEREFORE, in consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: TERMS The undersigned hereby finally and irrevocably mutually release each other from all liability to each other, and settle all actions and causes of action against each other, for damages, loss or injury sustained by either of them, however arising, present and future, known and unknown at this time, relating to [DESCRIBE MUTUAL LIABILITY SITUATION]. ","Mutual Release","2",31,"https://templates.business-in-a-box.com/imgs/1000px/mutual-release-D1043.png","https://templates.business-in-a-box.com/imgs/250px/1043.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1043.xml",{"title":6,"description":6},[118,119],{"label":36,"url":102},{"label":104,"url":105},"mutual release","/template/mutual-release-D1043",{"description":123,"descriptionCustom":6,"label":124,"pages":8,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":137,"url":138},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ACKNOWLEDGING OWNERSHIP OF AND MERGER WITH [MERGING COMPANY] DULY PASSED ON [DATE] OWNERSHIP OF AND MERGER WITH [MERGING COMPANY] WHEREAS, [YOUR COMPANY NAME], according to resolutions of its Board of Directors duly adopted at a meeting held on [DATE], intends to merge into itself said Merging Company; and WHEREAS, [YOUR COMPANY NAME] owns all of the outstanding shares of each class of stock of Merging Company a [STATE/PROVINCE] corporation, be it: RESOLVED, that [YOUR COMPANY NAME] shall assume all of obligations of Merging Company; and that it be: RESOLVED FURTHER, that said merger shall become effective upon the filing of a Certificate of Ownership and Merger with the [SECRETARY OF STATE or OTHER RESPONSIBLE] of [STATE/PROVINCE] or at such later time set forth therein; and that it be: RESOLVED FURTHER, that upon effectiveness of said merger, the name of the Company shall be changed to [NAME]; and that it be: RESOLVED FURTHER, that the bylaws of [YOUR COMPANY NAME] are amended in the following manner: ","Board Resolution Acknowledging Ownership of and Merger with Company",30,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-acknowledging-ownership-of-and-merger-with-company-D25.png","https://templates.business-in-a-box.com/imgs/250px/25.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#25.xml",{"title":6,"description":6},[131,133,135],{"label":17,"url":132},"business-plan-kit",{"label":20,"url":134},"board-of-directors",{"label":23,"url":136},"business-resolutions","board resolution acknowledging ownership merger with company","/template/board-resolution-acknowledging-ownership-of-and-merger-with-company-D25",{"description":140,"descriptionCustom":6,"label":141,"pages":142,"size":94,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":148,"keywords":147,"url":156},"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":147,"description":6},"employment agreement_at will employee",[149,152,155],{"label":150,"url":151},"Human Resources","human-resources",{"label":153,"url":154},"Hire an Employee","hire-employee",{"label":36,"url":102},"/template/employment-agreement_at-will-employee-D541",{"description":158,"descriptionCustom":6,"label":159,"pages":111,"size":94,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":164,"url":170},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: Termination of your employment Dear [Contact name], We regret to inform you that your employment with [YOUR COMPANY NAME] is terminated effective upon receipt of this letter for the following reason(s): [DETAIL REASONS] [DETAIL REASONS] [DETAIL REASONS] Please vacate the premises immediately with your personal possessions. We will forward your salary earned to date in due course together with any vacation pay to which you are entitled. Within [NUMBER] days of termination we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in accordance with applicable law and/or provisions of our personnel policy. Please contact [Name], at your earliest convenience, who will explain each of these items and arrange with you for the return of any company property. Sincerely, [YOUR NAME] [YOUR TITLE] [YOUR PHONE NUMBER] [YOUREMAIL@YOURCOMPANY.COM] [IF SENT BY EMAIL YOU MAY INCLUDE THIS NOTICE]","Employee Dismissal Letter","https://templates.business-in-a-box.com/imgs/1000px/employee-dismissal-letter-D508.png","https://templates.business-in-a-box.com/imgs/250px/508.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#508.xml",{"title":164,"description":6},"employee dismissal letter",[166,167],{"label":150,"url":151},{"label":168,"url":169},"Employee Termination","employee-termination","/template/employee-dismissal-letter-D508",{"description":172,"descriptionCustom":6,"label":173,"pages":174,"size":175,"extension":10,"preview":176,"thumb":177,"svgFrame":178,"seoMetadata":179,"parents":180,"keywords":184,"url":185},"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. 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Authorizes corporate release of claims by board vote. Used in 190+ countries. Free Word and PDF download.",[192,193,194,195,196,197,198],"board resolution general release template","corporate general release form","board resolution template word","release of claims board resolution","corporate resolution release template","general release agreement template","board resolution to settle claims",{"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":186},"advanced",{"what_it_is":207,"when_you_need_it":208,"whats_inside":209},"A Board Resolution To Issue General Release is a formal corporate document in which a company's board of directors votes to authorize the release of all known and unknown claims the corporation holds against a specified party. This free Word download gives you a structured, legally grounded starting point you can edit online and export as PDF for execution and filing with corporate records.\n","Use it when settling a dispute with a former employee, officer, contractor, or counterparty and the settlement requires the corporation itself — not just an individual officer — to formally waive its legal claims. It is also required when a bank, acquirer, or counterparty demands documented board authority before accepting a release as binding on the company.\n","Recitals identifying the corporation and the releasing circumstances, the board vote and quorum confirmation, the operative release clause covering all claims through the effective date, consideration recital, authorized signatory designation, and officer certification of the resolution's adoption.\n",[211,215,219,223,227,231],{"title":212,"use_case":213,"icon_asset_id":214},"Corporate secretaries","Documenting board authority to execute a release as part of a settlement","persona-corporate-secretary",{"title":216,"use_case":217,"icon_asset_id":218},"General counsel and in-house lawyers","Ensuring the corporation has board-level authorization before signing any release","persona-general-counsel",{"title":220,"use_case":221,"icon_asset_id":222},"CEOs and managing directors","Obtaining board sign-off on a release tied to an executive departure or settlement","persona-ceo",{"title":224,"use_case":225,"icon_asset_id":226},"Small business owners","Formalizing a release of claims against a contractor or vendor without outside counsel","persona-small-business-owner",{"title":228,"use_case":229,"icon_asset_id":230},"M&A and transaction counsel","Satisfying closing conditions that require the target company to release specified claims","persona-ma-counsel",{"title":232,"use_case":233,"icon_asset_id":234},"HR directors","Pairing an employee separation agreement with documented corporate authority to release employment claims","persona-hr-manager",[236,240,244,248,252,256,260],{"situation":237,"recommended_template":238,"slug":239},"Releasing claims against a departing executive or officer","Board Resolution To Issue General Release (Officer)","board-resolution-to-issue-general-release-D68",{"situation":241,"recommended_template":242,"slug":243},"Settling a contractual dispute with a vendor or supplier","General Release Agreement","general-release-and-settlement-agreement-D12554",{"situation":245,"recommended_template":246,"slug":247},"Authorizing settlement and payment of a monetary claim","Board Resolution To Settle Litigation","board-resolution-to-settle-litigation-D74",{"situation":249,"recommended_template":250,"slug":251},"Releasing a personal guarantor from a corporate obligation","Release of Personal Guarantee","personal-guarantee-D405",{"situation":253,"recommended_template":254,"slug":255},"Mutual release of claims between two corporate parties","Mutual Release Agreement","mutual-release-D1043",{"situation":257,"recommended_template":258,"slug":259},"Releasing claims as part of a full acquisition closing","Board Resolution To Approve Asset Purchase Agreement","asset-purchase-agreement-D928",{"situation":261,"recommended_template":262,"slug":263},"Documenting unanimous written consent in lieu of a formal meeting","Unanimous Written Consent of the Board","action-by-written-consent-of-shareholders-D22",[265,268,270,273,276,279,282,285,288,291,294],{"term":266,"definition":267},"General Release","A legal instrument by which one party waives all known and unknown claims it holds against another party as of a specified effective date.",{"term":51,"definition":269},"A formal decision adopted by a corporation's board of directors, recorded in writing, that authorizes a specific action on behalf of the company.",{"term":271,"definition":272},"Recitals","The introductory 'whereas' clauses in a resolution or agreement that state the background facts and purpose, providing context without creating operative obligations.",{"term":274,"definition":275},"Quorum","The minimum number of board members required to be present or voting for a resolution to be validly adopted, typically set by the corporate bylaws.",{"term":277,"definition":278},"Operative Clause","The binding, action-creating portion of a resolution — the 'resolved' or 'be it resolved' paragraph that constitutes the actual corporate act.",{"term":280,"definition":281},"Consideration","Something of value exchanged between parties that makes a release legally enforceable — typically a settlement payment, mutual releases, or other benefit received.",{"term":283,"definition":284},"Authorized Signatory","The officer or director designated by board resolution to sign a document on the corporation's behalf, binding the company to its terms.",{"term":286,"definition":287},"Released Parties","The specific individuals, entities, or classes of persons whose liability the corporation is waiving through the general release.",{"term":289,"definition":290},"Effective Date","The calendar date as of which the release takes effect and beyond which the releasor retains the right to assert new claims.",{"term":292,"definition":293},"Unknown Claims","Claims that a releasing party is not yet aware of at the time of signing; a general release typically waives both known and unknown claims, sometimes requiring an express waiver of statutes that would otherwise preserve unknown claims.",{"term":295,"definition":296},"Corporate Authority","The documented legal power of a corporation to take a specific action, established through its charter, bylaws, and authorizing resolutions.",[298,303,308,313,318,323,328,333,338,343],{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Corporate identification and recitals","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');","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.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Quorum and vote confirmation","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.","Omitting the quorum confirmation. Without it, a party receiving the release cannot confirm the action was validly taken, making the release vulnerable to challenge.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Authorization of the general release","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.","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.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Consideration recital","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;","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.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Best interests determination","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.","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.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Designation of authorized signatory","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.","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.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Scope of claims released","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].","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.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Effective date of the release","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.","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.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Officer certification","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.","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.",{"name":344,"plain_english":345,"sample_language":346,"common_mistake":347},"Governing law","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.","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.",[349,354,359,364,369,374,379,384],{"step":350,"title":351,"description":352,"tip":353},1,"Enter the corporation's full legal name and jurisdiction","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.",{"step":355,"title":356,"description":357,"tip":358},2,"Identify the released party with precision","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.",{"step":360,"title":361,"description":362,"tip":363},3,"Describe the background and consideration","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.",{"step":365,"title":366,"description":367,"tip":368},4,"Confirm quorum and vote threshold","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.",{"step":370,"title":371,"description":372,"tip":373},5,"Name the authorized signatory by title and full name","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.",{"step":375,"title":376,"description":377,"tip":378},6,"Define the scope of claims and any carve-outs","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.",{"step":380,"title":381,"description":382,"tip":383},7,"Set and enter the effective date","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.",{"step":385,"title":386,"description":387,"tip":388},8,"Have the secretary certify and file with corporate records","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.",[390,394,398,402,406,410],{"mistake":391,"why_it_matters":392,"fix":393},"Releasing claims without documented consideration","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.","State the specific consideration in the recitals: the settlement amount, mutual releases given, or other tangible benefit the corporation receives in exchange.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting the quorum confirmation","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.","Include the quorum and vote count in the resolution body, or attach the signed unanimous written consent pages as evidence of board authority.",{"mistake":399,"why_it_matters":400,"fix":401},"Skipping the best-interests determination","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.","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.",{"mistake":403,"why_it_matters":404,"fix":405},"Using a trade name instead of the registered legal entity name","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.","Verify the exact corporate name in the state or provincial registry before drafting the resolution, and use that name consistently throughout.",{"mistake":407,"why_it_matters":408,"fix":409},"No carve-outs for preserved rights","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.","Review the underlying settlement and related agreements with counsel to identify any rights the company intends to keep, and list them as explicit exclusions.",{"mistake":411,"why_it_matters":412,"fix":413},"Authorizing the same officer to sign and certify the resolution","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.","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.",[415,418,421,424,427,430,433,436,439],{"question":416,"answer":417},"What is a board resolution to issue a general release?","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.\n",{"question":419,"answer":420},"When does a company need a board resolution before issuing a release?","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.\n",{"question":422,"answer":423},"What is the difference between a board resolution and a general release agreement?","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.\n",{"question":425,"answer":426},"Can one officer sign a general release without board approval?","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.\n",{"question":428,"answer":429},"Does a board resolution to issue a general release need to be notarized?","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.\n",{"question":431,"answer":432},"What claims can a board resolution authorize a company to release?","A properly drafted board resolution can authorize the release of virtually any claims the corporation holds — breach of contract, tort, employment claims, regulatory claims, or claims arising from a specific transaction. The resolution should specify the scope, and the release agreement itself should enumerate the categories of claims covered. Certain statutory rights — such as workers' compensation claims in some jurisdictions — cannot be waived by a private agreement regardless of board authorization.\n",{"question":434,"answer":435},"What consideration is required for a general release to be enforceable?","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.\n",{"question":437,"answer":438},"How should the board resolution be stored and certified?","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.\n",{"question":440,"answer":441},"Is a board resolution to issue a general release different for an LLC versus a corporation?","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.\n",[443,447,451,455],{"industry":444,"icon_asset_id":445,"specifics":446},"Technology / SaaS","industry-saas","Releases tied to founder buyouts, executive departures, or IP dispute settlements frequently require board authorization before a VC-backed company can waive claims.",{"industry":448,"icon_asset_id":449,"specifics":450},"Financial Services","industry-fintech","Regulated entities often require documented board authority for any release of claims as part of internal controls and regulatory examination readiness.",{"industry":452,"icon_asset_id":453,"specifics":454},"Healthcare","industry-healthtech","Releases tied to vendor disputes, physician departures, or billing settlements typically require board-level sign-off to satisfy compliance and governance requirements.",{"industry":456,"icon_asset_id":457,"specifics":458},"Professional Services","industry-professional-services","Law firms, accounting firms, and consultancies use board or partnership resolutions to authorize releases as part of client dispute settlements or lateral partner departures.",[460,463,466,470],{"vs":242,"vs_template_id":461,"summary":462},"general-release-D13627","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.",{"vs":254,"vs_template_id":464,"summary":465},"mutual-release-D13628","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.",{"vs":467,"vs_template_id":468,"summary":469},"Settlement Agreement","D{SETTLEMENT_AGREEMENT_ID}","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.",{"vs":262,"vs_template_id":471,"summary":472},"D{UNANIMOUS_WRITTEN_CONSENT_ID}","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.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Small businesses and closely held companies releasing routine vendor or contractor claims with no litigation pending","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Companies releasing employment claims, officer liability, or claims above $50,000 in value","$500–$1,500","1–3 days",{"best_for":483,"cost":484,"time":485},"Public companies, VC-backed startups, regulated entities, or releases tied to M&A transactions or active litigation","$2,000–$7,500+","1–2 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","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.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","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.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","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.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","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.",[243,255,508,239,509,510,511,512,513,514,515,516],"board-resolution-acknowledging-ownership-of-and-merger-with-company-D25","employment-agreement_at-will-employee-D541","employee-dismissal-letter-D508","independent-contractor-agreement-D160","non-disclosure-agreement-nda-D12692","settlement-agreement-D916","how-to-open-a-bank-account-for-a-business-D13160","board-resolution-D78","corporate-governance-policy-D13943",{"emit_how_to":203,"emit_defined_term":203},{"primary_folder":102,"secondary_folder":519,"document_type":520,"industry":521,"business_stage":522,"tags":523,"confidence":528},"transfers-terminations-and-releases","resolution","general","all-stages",[524,525,526,527],"liability","governance","board-resolution","general-release",0.95,"\u003Ch2>What is a Board Resolution To Issue General Release?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution To Issue General Release\u003C/strong> 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.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>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.\u003C/p>\n",1781186030061]