[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-board-resolution-to-retain-an-attorney-D73":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":190,"customdescription":6,"mdFm":191,"mdProseHtml":527},{"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 RETAIN AN ATTORNEY DULY PASSED ON [DATE] APPOINTMENT OF ATTORNEY WHEREAS, [YOUR COMPANY NAME] requires the services of an attorney for its general legal affairs, be it: RESOLVED, that [YOUR COMPANY NAME], for its general legal needs, appoints the law firm of [NAME] as its general counsel; such appointment being further upon those terms as set forth in the proposed terms of engagement annexed hereto or upon such 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[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. 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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},[118],{"label":119,"url":120},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":124,"descriptionCustom":6,"label":125,"pages":126,"size":127,"extension":10,"preview":128,"thumb":129,"svgFrame":130,"seoMetadata":131,"parents":132,"keywords":140,"url":141},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[133,136,139],{"label":134,"url":135},"Human Resources","human-resources",{"label":137,"url":138},"Hire an Employee","hire-employee",{"label":102,"url":103},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":94,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":156},"CORPORATE GOVERNANCE POLICY PURPOSE The purpose of this Corporate Governance Policy at [YOUR COMPANY NAME] is to establish a comprehensive framework for the governance of the organization. This policy ensures that the company is managed in an ethical, transparent, and accountable manner, aligning with regulatory requirements and best practices in corporate governance. It aims to promote the long-term interests of shareholders, while taking into account the interests of other stakeholders, including employees, customers, suppliers, and the community. CORPORATE GOVERNANCE PRINCIPLES Accountability: Ensure the company is accountable to its shareholders and stakeholders. This includes regular reporting, transparent decision-making processes, and a robust system of checks and balances. Transparency: Provide clear and timely information about the company's activities, performance, and governance. This involves regular disclosures, financial reporting, and open communication channels. Integrity: Conduct business with honesty and integrity, adhering to ethical standards. This includes fostering a culture of ethical behavior and ensuring that all employees understand and follow the company's code of conduct. Fairness: Treat all stakeholders fairly and equitably. This means providing equal opportunities, preventing conflicts of interest, and ensuring that decisions are made impartially. Responsibility: Ensure the company meets its legal and regulatory obligations and operates sustainably. This involves maintaining compliance with all applicable laws and regulations and implementing policies that promote social and environmental responsibility. BOARD OF DIRECTORS Composition: The Board shall consist of [NUMBER] members, including a mix of executive and non-executive directors. A majority of the Board members shall be independent directors to ensure objectivity and prevent conflicts of interest. The Board shall include a diverse mix of skills, experience, and backgrounds to provide comprehensive oversight and strategic direction. Roles and Responsibilities: Strategic Guidance: Provide strategic guidance and oversight of the company's management. This includes setting the company's strategic goals and monitoring their implementation. Policy Approval: Approve major corporate plans, budgets, and policies. This ensures that all significant decisions are aligned with the company's strategic direction. Performance Monitoring: Monitor the performance of the CEO and senior management. This involves regular evaluations and feedback to ensure effective leadership. Compliance Oversight: Ensure the company's compliance with legal and regulatory requirements. This includes establishing internal controls and monitoring their effectiveness. Committees: Audit Committee: Responsible for overseeing the financial reporting process, internal controls, and the audit process. Compensation Committee: Determines executive compensation and ensures it aligns with the company's performance and strategic goals. Nomination and Governance Committee: Oversees Board composition, development, and governance practices. Establish additional committees as necessary to address specific issues or areas of concern. EXECUTIVE MANAGEMENT CEO and Senior Management: The CEO is responsible for the overall management of the company, implementing the Board's policies and strategies, and ensuring operational efficiency. Senior management supports the CEO in implementing the company's strategic and operational plans, managing day-to-day operations, and ensuring that all activities comply with internal policies and external regulations. Ensure effective communication between the Board and executive management to facilitate informed decision-making and alignment of goals. SHAREHOLDER RIGHTS Protect the rights of shareholders and ensure equitable treatment. 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Present were: [List of attendeeS] With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and [Secretary name] recorded the minutes. 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This letter outlines the scope of our services, responsibilities, fees, and other pertinent details. Services to Be Provided: The services we will provide include but are not limited to: [LIST THE SPECIFIC SERVICES OR TASKS YOU WILL PERFORM] [ADD ADDITIONAL SERVICES AS NECESSARY] Responsibilities: As part of this engagement, the responsibilities of both parties are as follows: For [YOUR COMPANY]: We will perform the services outlined above in a professional and timely manner. We will maintain the confidentiality of all information provided by the client. For [CLIENT'S NAME]: You will cooperate with us, providing access to all necessary information and documents required for the engagement. You will adhere to any agreed-upon timelines and milestones. Fees and Billing: Our fees for the services provided are as follows: [SPECIFY THE BASIS FOR FEES, E.G., HOURLY RATE, FIXED FEE, OR RETAINER] [DETAIL ANY ADDITIONAL COSTS OR EXPENSES, IF APPLICABLE]","Engagement Letter","2","https://templates.business-in-a-box.com/imgs/1000px/engagement-letter-D13681.png","https://templates.business-in-a-box.com/imgs/250px/13681.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13681.xml",{"title":183,"description":6},"engagement letter",[185,186],{"label":17,"url":167},{"label":187,"url":188},"Business Procedures","business-procedures","/template/engagement-letter-D13681",false,{"seo":192,"reviewer":203,"legal_disclaimer":207,"quick_facts":208,"at_a_glance":210,"personas":214,"variants":239,"glossary":264,"clauses":297,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":454,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":514,"classification":515},{"meta_title":193,"meta_description":194,"primary_keyword":25,"secondary_keywords":195},"Board Resolution to Retain an Attorney Template (Free Word)","Free board resolution template to authorize hiring outside legal counsel. Covers attorney scope, fees, authority, and board approval. Used in 190+ countries. Free Word and PDF download.",[196,197,198,199,200,201,202],"board resolution attorney template","corporate resolution to hire attorney","board resolution legal counsel template","resolution to retain outside counsel","board resolution template word","corporate authorization to hire lawyer","board resolution retaining counsel free download",{"name":204,"credential":205,"reviewed_date":206},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":209,"legal_review_recommended":207,"signature_required":207,"notarization_required":190},"medium",{"what_it_is":211,"when_you_need_it":212,"whats_inside":213},"A Board Resolution to Retain an Attorney is a formal corporate document in which a company's board of directors officially authorizes the engagement of outside legal counsel for a defined purpose. This free Word download gives you a ready-to-edit template that records the board's decision, names the attorney or firm retained, defines the scope of engagement, and authorizes a designated officer to execute any resulting retainer agreement.\n","Use it when your corporation, LLC, or nonprofit needs to engage outside counsel for litigation, a regulatory investigation, a major transaction, or any other matter requiring board-level authorization under your governing documents or applicable law.\n","Recitals identifying the company and the legal matter, a resolution clause authorizing retention, attorney and firm identification, defined scope of representation, fee and budget authorization, designated signatory authority, and director signatures confirming adoption.\n",[215,219,223,227,231,235],{"title":216,"use_case":217,"icon_asset_id":218},"Corporate secretaries","Documenting board approval to hire outside counsel for a specific matter","persona-corporate-secretary",{"title":220,"use_case":221,"icon_asset_id":222},"Startup founders","Authorizing a law firm for a fundraising round or IP filing at the board level","persona-startup-founder",{"title":224,"use_case":225,"icon_asset_id":226},"General counsel","Obtaining a formal board mandate before engaging outside litigation counsel","persona-general-counsel",{"title":228,"use_case":229,"icon_asset_id":230},"CFOs and finance officers","Securing board-authorized budget approval for anticipated legal fees","persona-cfo",{"title":232,"use_case":233,"icon_asset_id":234},"Nonprofit executive directors","Satisfying governance requirements before retaining counsel for a compliance matter","persona-nonprofit-exec",{"title":236,"use_case":237,"icon_asset_id":238},"Small business owners","Creating a formal record of the decision to hire an attorney before signing a retainer","persona-small-business-owner",[240,244,247,250,253,256,260],{"situation":241,"recommended_template":242,"slug":243},"Authorizing counsel for an active or anticipated lawsuit","Board Resolution to Retain an Attorney (Litigation)","board-resolution-to-retain-an-attorney-D73",{"situation":245,"recommended_template":246,"slug":243},"Engaging a law firm to handle a merger or acquisition","Board Resolution to Retain an Attorney (M&A)",{"situation":248,"recommended_template":249,"slug":243},"Retaining IP counsel for patent or trademark filings","Board Resolution to Retain an Attorney (IP)",{"situation":251,"recommended_template":252,"slug":243},"Approving outside counsel for a regulatory investigation","Board Resolution to Retain an Attorney (Regulatory)",{"situation":254,"recommended_template":255,"slug":243},"Authorizing general corporate counsel on an ongoing retainer","Board Resolution to Retain an Attorney (General Retainer)",{"situation":257,"recommended_template":258,"slug":259},"Recording a board action taken without a formal meeting","Written Consent of Board of Directors in Lieu of Meeting","action-by-written-consent-of-shareholders-D22",{"situation":261,"recommended_template":262,"slug":263},"Documenting any other board-authorized corporate action","General Board Resolution Template","board-resolution-to-issue-general-release-D68",[265,267,270,273,276,279,282,285,288,291,294],{"term":47,"definition":266},"A formal written record of a decision made by a company's board of directors, which becomes part of the official corporate minutes.",{"term":268,"definition":269},"Recitals","Introductory 'Whereas' clauses in a resolution that provide background context — identifying the company, the legal matter, and the reason the resolution is needed.",{"term":271,"definition":272},"Retainer Agreement","A contract between a client and an attorney that defines the scope of legal services, fee structure, billing frequency, and termination terms.",{"term":274,"definition":275},"Scope of Representation","The specific legal matter or matters the retained attorney is authorized to handle — limiting counsel's authority to the defined purpose.",{"term":277,"definition":278},"Authorized Officer","The individual — typically the CEO, president, or secretary — empowered by the resolution to sign the retainer agreement and act on the board's decision.",{"term":280,"definition":281},"Quorum","The minimum number of directors required to be present at a board meeting for the meeting to be valid and its resolutions to be legally effective.",{"term":283,"definition":284},"Written Consent in Lieu of Meeting","A mechanism allowing directors to adopt a resolution by unanimous written signature without holding a formal meeting, permitted in most US states and Canadian provinces.",{"term":286,"definition":287},"Attorney-Client Privilege","The legal protection that keeps communications between a client and their retained attorney confidential and shielded from disclosure in litigation.",{"term":289,"definition":290},"Fee Authorization","The board-approved spending limit for legal fees — expressed as a dollar cap or hourly rate ceiling — that the designated officer may commit to without returning to the board.",{"term":292,"definition":293},"Corporate Minutes","The official written record of a board meeting, including resolutions adopted, votes cast, directors present, and the date and location of the meeting.",{"term":295,"definition":296},"Ratification","A board's retroactive approval of an action already taken — used when an officer engaged counsel before formal board authorization was obtained.",[298,303,308,313,318,323,328,333,338],{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Recitals (Whereas clauses)","Sets out the background facts — who the company is, what legal matter has arisen, and why retaining outside counsel is necessary.","WHEREAS, [COMPANY NAME], a [STATE] [ENTITY TYPE] (the 'Company'), is involved in [DESCRIPTION OF LEGAL MATTER]; and WHEREAS, the Board has determined that it is in the best interest of the Company to retain outside legal counsel to advise and represent the Company in connection therewith;","Writing recitals that are so vague they could apply to any matter. Vague recitals undermine the resolution's usefulness as a governance record and can create ambiguity about what the attorney was authorized to handle.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Resolution to retain","The operative clause that formally authorizes the company to engage the named attorney or law firm.","RESOLVED, that the Company is hereby authorized to retain [ATTORNEY/FIRM NAME], located at [ADDRESS], to represent the Company in connection with [SPECIFIC MATTER].","Omitting the attorney's or firm's full legal name. A resolution that refers to 'our attorney' or 'outside counsel' without naming them provides no verifiable governance record.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Scope of representation","Defines exactly what legal work the attorney is authorized to perform — limiting the engagement to the specified matter and preventing scope creep.","RESOLVED FURTHER, that the scope of such representation shall be limited to [SPECIFIC SERVICES, e.g., defense of the litigation captioned [CASE NAME] in [COURT], including all pre-trial, trial, and appellate proceedings].","Defining scope so broadly — 'all legal matters' — that the resolution provides no practical limit on fees or authority, making future budget disputes difficult to resolve.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Fee and budget authorization","States the approved fee arrangement — hourly rates, flat fee, or contingency — and sets a spending ceiling the authorized officer may commit to without returning to the board.","RESOLVED FURTHER, that the Company is authorized to pay [ATTORNEY/FIRM NAME] at rates not to exceed $[HOURLY RATE] per hour, with a total initial budget not to exceed $[DOLLAR AMOUNT], subject to further board approval for amounts in excess thereof.","No spending cap at all. Without a defined budget ceiling, officers can commit the company to open-ended legal fees without triggering any governance checkpoint.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Authorized signatory","Names the specific officer authorized to execute the retainer agreement, engagement letter, and any related documents on the company's behalf.","RESOLVED FURTHER, that [OFFICER TITLE — e.g., the President and CEO] of the Company, [OFFICER NAME], is hereby authorized and directed to execute and deliver a retainer agreement and any related engagement documents with [ATTORNEY/FIRM NAME] on behalf of the Company.","Designating a position title without a named individual. If that position changes hands before the agreement is signed, the authority chain breaks and the executing officer may lack clear authorization.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Ratification of prior acts","Retroactively approves any actions already taken by officers in connection with retaining the attorney before the resolution was formally adopted.","RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with the retention of [ATTORNEY/FIRM NAME] are hereby ratified, confirmed, and approved.","Omitting a ratification clause when the attorney has already been contacted or preliminary work has begun. Without ratification, those prior acts technically lack board authority.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Certification of adoption","States that the resolution was duly adopted by the board at a meeting at which a quorum was present, or by written consent, and identifies the date.","The undersigned, being the Secretary of [COMPANY NAME], hereby certifies that the foregoing resolution was duly adopted by the Board of Directors at a [meeting / action by written consent] held on [DATE], at which a quorum was [present / acting].","Dating the certification before all directors have signed. A resolution dated prematurely can create enforceability questions if a signatory later claims they had not yet approved it.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Director signatures","The signature block where each director signs to confirm their vote in favor of the resolution, or signs the written consent in lieu of meeting.","IN WITNESS WHEREOF, the undersigned Directors of [COMPANY NAME] have executed this Resolution as of [DATE]. [DIRECTOR NAME] ___________________________ [DIRECTOR NAME] ___________________________","Collecting only the majority's signatures and filing the resolution without recording the full vote count. Corporate records should reflect the total votes for, against, and abstaining — not just the signatures of approving directors.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law and authority","Confirms the jurisdiction whose corporate law governs the resolution and confirms that the board acted within its authority under the company's governing documents.","This Resolution is adopted pursuant to the [COMPANY NAME] Bylaws and the laws of the State of [STATE], and the Board of Directors hereby confirms it has full authority to adopt this Resolution under such Bylaws and applicable law.","Skipping this clause for single-state companies on the assumption it is unnecessary. If the company is later redomiciled or acquired, the absence of a governing-law reference creates ambiguity about which statutory framework applied.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify the legal matter and confirm board authority","Review your bylaws or operating agreement to confirm the board has authority to authorize outside counsel retention and to identify any quorum or vote threshold requirements. Note the specific legal matter that requires counsel.","Some governing documents require a supermajority vote for expenditures above a threshold — check before scheduling the board meeting.",{"step":350,"title":351,"description":352,"tip":353},2,"Insert the company's full legal name and entity type","Use the registered legal name exactly as it appears in your state or provincial corporate registry — not a trade name or abbreviation. Include the entity type (corporation, LLC, etc.) and the state or province of formation.","Cross-reference your most recent annual report filing to confirm the exact registered name before finalizing the resolution.",{"step":355,"title":356,"description":357,"tip":358},3,"Draft the recitals with specific matter details","Describe the legal matter clearly enough that a reader unfamiliar with the company understands why counsel is needed. Include relevant case names, regulatory docket numbers, or transaction names if applicable.","Specific recitals protect the company later — if a dispute arises about what the attorney was authorized to do, the recitals are the first reference point.",{"step":360,"title":361,"description":362,"tip":363},4,"Name the attorney or law firm and define scope","Enter the attorney's full name and firm name, or the firm name alone if multiple attorneys will work on the matter. Write the scope of representation as a single specific sentence tied to the matter identified in the recitals.","If the scope may expand — e.g., litigation that could go to appeal — include a clause authorizing the officer to approve scope expansions up to a defined additional budget without another board meeting.",{"step":365,"title":366,"description":367,"tip":368},5,"Set the fee authorization and spending cap","Enter the agreed hourly rate or fee structure and the initial budget cap. For matters with uncertain duration, set a threshold (e.g., $25,000) at which the officer must return to the board for additional authorization.","Ask the attorney for a fee estimate by phase — initial advice, drafting, negotiation, trial — so the budget cap reflects a realistic range rather than an arbitrary number.",{"step":370,"title":371,"description":372,"tip":373},6,"Designate the authorized signatory by name and title","Name the specific individual (not just their title) who is authorized to sign the retainer agreement. If that person may be unavailable, name an alternate officer in a second clause.","Confirm the named officer's signature authority is consistent with your bank's corporate authorization requirements — many banks require resolutions to match their own officer-authorization records.",{"step":375,"title":376,"description":377,"tip":378},7,"Add a ratification clause if preliminary contact has occurred","If any officer or director has already spoken with the attorney, requested a proposal, or shared company documents, include a ratification clause covering those prior acts.","Even a single email asking for a fee quote should be ratified — privilege and agency questions can arise from pre-authorization communications.",{"step":380,"title":381,"description":382,"tip":383},8,"Obtain signatures and file in corporate records","Have the required directors sign the resolution in accordance with your quorum and voting requirements. The corporate secretary should certify adoption, date the document, and file the original in the corporate minute book.","Store a signed PDF copy in your secure document repository immediately — resolutions are routinely requested during due diligence for transactions and regulatory audits.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"No spending cap on legal fees","Without a budget ceiling in the resolution, officers can commit the company to unlimited legal fees without triggering any governance review. Disputes over runaway legal costs are significantly harder to resolve when the authorizing resolution imposes no limit.","Always include a dollar cap on the initial engagement and specify the threshold above which the officer must return to the board for additional authorization.",{"mistake":390,"why_it_matters":391,"fix":392},"Vague scope of representation","A resolution that authorizes counsel for 'all legal matters' or 'general advice' gives the attorney open-ended authority and makes it nearly impossible to define the engagement's boundaries in the retainer agreement or in future board discussions.","Tie the scope clause specifically to the matter described in the recitals — name the transaction, case, regulatory proceeding, or project — and limit the authority to that defined purpose.",{"mistake":394,"why_it_matters":395,"fix":396},"Signing after the attorney has already been engaged","A resolution adopted after the retainer is signed does not cure the original lack of board authority — it may ratify prior acts, but the attorney-client relationship began without proper corporate authorization, creating potential enforceability and privilege issues.","Adopt the resolution before executing the retainer agreement. If prior contact occurred, add an explicit ratification clause and back-date the ratification to the date of first contact.",{"mistake":398,"why_it_matters":399,"fix":400},"Omitting the attorney's or firm's full legal name","Referring to 'outside counsel' or 'the Company's attorney' without naming the individual or firm creates an unverifiable record. Third parties — banks, regulators, acquirers — routinely require that the resolution name the retained counsel specifically.","Enter the attorney's full name and firm name, or the firm's full registered name, in both the recitals and the operative resolution clause.",{"mistake":402,"why_it_matters":403,"fix":404},"Failing to record the full vote count","Filing a resolution that shows only approving signatures, with no record of the total vote, makes it impossible to confirm quorum was met or that the required vote threshold was satisfied.","The corporate secretary's certification should state the total number of directors, the number present or signing, the number voting in favor, and any votes against or abstentions.",{"mistake":406,"why_it_matters":407,"fix":408},"Using a trade name instead of the registered legal entity name","A resolution that names 'Acme Solutions' when the registered entity is 'Acme Solutions Inc.' creates a mismatch that banks, courts, and counterparties will flag — potentially requiring a corrected or amended resolution before they will act on it.","Use the exact registered corporate name as it appears in the current state or provincial corporate registry filing, including all suffixes (Inc., LLC, Corp., Ltd.).",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a board resolution to retain an attorney?","A board resolution to retain an attorney is a formal corporate document in which a company's board of directors officially authorizes the engagement of outside legal counsel for a specific matter. It records the board's decision, identifies the attorney or firm, defines the scope of representation and the approved budget, and designates an officer to sign the resulting retainer agreement. The resolution becomes part of the company's official corporate minutes and governance record.\n",{"question":414,"answer":415},"When does a company need a board resolution to hire an attorney?","Most corporations and LLCs require a board resolution before retaining outside counsel whenever the engagement involves material expenditure, litigation, regulatory proceedings, or significant transactions such as mergers or financings. Even where bylaws do not explicitly require it, adopting a resolution creates a clean governance record, satisfies due diligence requirements, and confirms that the officer who signs the retainer agreement had board authority to do so.\n",{"question":417,"answer":418},"Does every attorney engagement require a board resolution?","Not always. Routine legal matters that fall within an officer's ordinary authority — such as a CEO consulting general counsel on a minor contract question — may not require a formal resolution. However, any engagement involving significant fees, litigation, regulatory investigations, or transactions where third parties will rely on the company's authority to retain counsel should be documented by a board resolution to ensure clear corporate authorization.\n",{"question":420,"answer":421},"Can a board resolution be adopted without a formal meeting?","Yes. In most US states, Canadian provinces, and the UK, a board may adopt a resolution by written consent in lieu of a meeting — provided all directors (or in some jurisdictions, a majority) sign the written consent. This is the most common method for straightforward resolutions where scheduling a formal meeting would cause unnecessary delay. Check your bylaws and applicable corporate statute for any specific requirements.\n",{"question":423,"answer":424},"What should the scope of representation clause say?","The scope clause should describe the specific legal matter the attorney is authorized to handle — by case name, transaction type, regulatory docket, or project description — and exclude anything outside that matter. For litigation, it should specify whether authorization covers pre-trial, trial, and appeal. For transactions, it should identify the deal by name or counterparty. A narrow, specific scope protects the company if fees escalate or the engagement's direction is later disputed.\n",{"question":426,"answer":427},"How specific does the fee authorization need to be?","The resolution should state the approved fee structure — hourly rate, flat fee, or contingency — and a dollar cap above which the officer must return to the board for additional approval. For litigation, a phased budget (e.g., $20,000 through discovery, $50,000 through trial) is more useful than a single total cap. Vague authorizations such as \"reasonable fees\" provide no governance protection and invite disputes.\n",{"question":429,"answer":430},"What is the difference between a board resolution and a retainer agreement?","A board resolution is an internal corporate governance document that records the board's decision to authorize the engagement. A retainer agreement is the contract between the company and the attorney that defines the terms of the legal relationship — services, fees, billing, and termination. The resolution authorizes an officer to sign the retainer; the retainer governs the engagement itself. Both are needed for a complete, properly authorized attorney engagement.\n",{"question":432,"answer":433},"Does this document need to be notarized?","Notarization is not required for a board resolution to retain an attorney in most jurisdictions. The document derives its authority from the signatures of duly authorized directors acting within quorum, as confirmed by the corporate secretary's certification. Some banks or government agencies may request a notarized certified copy — if so, the corporate secretary's certification can be notarized without affecting the underlying resolution's validity.\n",{"question":435,"answer":436},"What happens if an officer signs a retainer agreement without a board resolution?","The retainer may still be binding on the company under apparent authority doctrines if the officer typically has authority to engage service providers. However, the absence of a resolution creates governance risk, may breach fiduciary duties if the engagement is material, and will surface as a deficiency in any M&A or financing due diligence. The cleanest fix is to adopt a resolution with a ratification clause as soon as the gap is discovered.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Frequently used to authorize IP counsel for patent filings, outside litigation counsel for infringement suits, or M&A counsel for acquisition transactions.",{"industry":443,"icon_asset_id":444,"specifics":445},"Financial Services","industry-fintech","Regulators and examiners routinely request board resolutions confirming authorized legal representation during investigations, enforcement actions, or licensing proceedings.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare","industry-healthtech","HIPAA enforcement actions, CMS audits, and malpractice defense engagements all require documented board authorization for outside counsel to satisfy governance and insurance requirements.",{"industry":451,"icon_asset_id":452,"specifics":453},"Real Estate","industry-real-estate","Property acquisitions, zoning disputes, and construction litigation each require a separate resolution naming the authorized firm and defining the matter-specific scope and budget.",[455,459,462,465],{"vs":456,"vs_template_id":457,"summary":458},"General Board Resolution","D{GENERAL_BOARD_RESOLUTION_ID}","A general board resolution records any board decision — approving a budget, authorizing a contract, or electing an officer. A resolution to retain an attorney is a specialized form that adds attorney identification, scope of representation, and fee authorization clauses specific to a legal engagement. Use the specialized form whenever attorney authority is the subject matter.",{"vs":271,"vs_template_id":460,"summary":461},"D{RETAINER_AGREEMENT_ID}","A retainer agreement is the contract between the company and the attorney that governs fees, services, and termination. A board resolution is the internal corporate document that authorizes an officer to sign that contract. The resolution must precede the retainer; both are needed for a complete, properly authorized engagement.",{"vs":258,"vs_template_id":463,"summary":464},"D{WRITTEN_CONSENT_BOD_ID}","A written consent in lieu of meeting is a procedural document that replaces a formal board meeting by collecting unanimous or majority director signatures. A resolution to retain an attorney can be adopted either at a formal meeting or by written consent — the written consent is the vehicle; the resolution is the substantive decision. When time is short, the written consent format is typically faster.",{"vs":466,"vs_template_id":467,"summary":468},"Corporate Authorization Letter","D{CORPORATE_AUTHORIZATION_LETTER_ID}","A corporate authorization letter is a less formal document signed by an officer confirming that a specific individual is authorized to act on the company's behalf. It does not record a board-level decision. Courts and regulators give a board resolution significantly more legal weight than an officer authorization letter when the authority of outside counsel is challenged.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Standard attorney retentions for routine matters — general corporate advice, minor transactions, or straightforward litigation — where board authority is undisputed","Free","15–30 minutes",{"best_for":475,"cost":476,"time":477},"Material litigation, regulatory investigations, or significant transactions where fee exposure exceeds $50,000 or the scope of authority may be contested","$150–$400 (one-hour review by general counsel or outside corporate attorney)","1–2 days",{"best_for":479,"cost":480,"time":481},"Complex multi-party litigation, SEC or regulatory enforcement actions, or cross-border engagements where jurisdictional authority and privilege need to be addressed specifically","$500–$1,500","3–5 days",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","State corporate statutes govern board authority and quorum requirements — Delaware General Corporation Law Section 141 and similar provisions in other states allow written consent in lieu of meeting. California requires unanimous written consent for action without a meeting unless the articles provide otherwise. Non-compete and fee-cap clauses in retainer agreements are subject to state bar ethics rules, which vary significantly.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Federal corporations under the Canada Business Corporations Act and provincial corporations under statutes such as Ontario's Business Corporations Act may pass resolutions by written consent of all directors entitled to vote. Quebec-incorporated entities must ensure the resolution and any retainer are accessible in French for provincially regulated operations. Law Society rules in each province govern retainer agreements and fee structures.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, board resolutions may be passed at a duly convened meeting or, for private companies, by written resolution signed by the requisite majority. The Solicitors Regulation Authority requires engagement letters that align with the authorized scope recorded in the resolution. Attorney-client privilege in the UK is referred to as legal professional privilege and applies to communications made in connection with litigation or the giving of legal advice.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","EU member states each have their own corporate law governing board authority — Germany's GmbH and AG structures, France's SAS and SA, and others have distinct quorum and voting requirements. Legal professional privilege rules vary by jurisdiction; in-house counsel in some EU countries do not have the same privilege protections as outside counsel. GDPR considerations arise if the retainer involves sharing personal data with the law firm.",[243,504,505,506,507,508,509,510,259,511,512,513],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement-executive-D543","corporate-governance-policy-D13943","minutes-of-meeting-of-directors-D14","engagement-letter-D13681","how-to-open-a-bank-account-for-a-business-D13160","cease-and-desist-letter-D12916","conflict-of-interest-policy-for-board-members-D13933","certificate-of-corporate-resolution-D3",{"emit_how_to":207,"emit_defined_term":207},{"primary_folder":516,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":526},"business-administration","board-governance","resolution","general","all-stages",[522,523,524,525],"governance","board-resolution","legal-counsel","corporate-authorization",0.95,"\u003Ch2>What is a Board Resolution to Retain an Attorney?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution to Retain an Attorney\u003C/strong> is a formal corporate governance document in which a company's board of directors officially authorizes the engagement of outside legal counsel for a defined legal matter. It records the board's decision in writing, identifies the attorney or law firm by name, specifies the scope of representation, approves the fee arrangement and budget, and designates an officer to execute the resulting retainer agreement. Once signed by the required directors and certified by the corporate secretary, the resolution becomes a permanent part of the company's corporate minute book and serves as the authoritative record that the officer who signed the retainer had proper board authority to do so.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a board resolution, an officer who signs a retainer agreement technically acts without confirmed corporate authority — a gap that surfaces immediately during M&A due diligence, financing transactions, and regulatory audits, where counterparties routinely request proof that outside counsel was properly authorized. Beyond third-party requirements, the resolution protects the company internally: a defined scope of representation and a board-approved spending cap create a governance checkpoint that prevents open-ended legal fees from accumulating without oversight. The absence of documentation also complicates attorney-client privilege arguments if the engagement is later challenged, since the privilege must attach to a properly authorized client relationship. This template gives you a complete, ready-to-sign resolution in 15–30 minutes — eliminating the most common deficiency found in corporate records reviews.\u003C/p>\n",1781186031924]