Can this resolution be signed electronically?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

Is notarization required for the certification?

Not always; requirements vary by state and court. Some jurisdictions or counterparties prefer a notarized certification or a remote online notarization for added authentication.

Who may revoke or amend the resolution?

The board that adopted the resolution may amend or revoke it by a subsequent board action recorded in minutes, subject to any limits placed in the original resolution.

What supporting evidence should accompany the resolution?

Attach minutes recording the approval, relevant contracts or correspondence, and counsel engagement letters to demonstrate authority and factual basis.

How long should records be kept?

Retain the resolution and related records for the litigation duration plus statutory retention periods; federal guidance includes IRC §6501(a) and HIPAA retention rules.

What if the corporate name on the resolution is incorrect?

A mismatched entity name can lead to filing rejection or jurisdictional dispute; correct errors promptly and reissue a certified resolution if necessary.

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Corporate Resolution to Commence Litigation

Corporate Resolution to Commence Litigation

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

What a Corporate Resolution to Commence Litigation Is

A Corporate Resolution to Commence Litigation is a formal board action that documents the corporation's decision to authorize legal proceedings on its behalf. It identifies the claim or cause of action in broad terms, records the vote authorizing litigation, designates who may retain counsel and act for the company, and sets any limits on settlement authority. The resolution becomes part of the corporate minutes and creates a clear record of corporate authority, which helps protect officers from personal liability and supports later filings or defenses.

Why this Resolution Matters for Corporate Governance

A clear resolution documents corporate authority to sue, prevents later challenges to standing, and protects individual officers by showing board approval of litigation strategy and counsel retention.

Who typically prepares and relies on this resolution

Common users include boards, in-house counsel, and outside counsel who need formal authorization to act on the corporation's behalf.

Board of Directors and Chair — Authorize litigation strategy, approve counsel retention and settlement limits after a formal vote and entry in minutes.
General Counsel or Corporate Secretary — Drafts the resolution, certifies corporate records, and ensures compliance with bylaws and state law.
Outside Litigation Counsel — Uses the certified resolution to establish authority when filing complaints, entering appearances, or negotiating settlements.

The resolution provides necessary documentary support for court filings, third-party service, and internal risk management.

Step-by-step: Approve and Record a Litigation Resolution

Follow these steps to prepare, approve, and preserve a Corporate Resolution to Commence Litigation in a way that supports filing and corporate governance needs.

01

Prepare: Draft resolution text describing claim, relief sought, and limits of authority.
02

Notice: Provide meeting notice per bylaws and state law before the vote.
03

Vote: Hold the board vote and record results in the minutes.
04

Certify: Corporate Secretary certifies the resolution and attaches minutes as needed.

How to set up an online workflow for this resolution

Configure the digital workflow to capture approvals, signatures, and certification while preserving an audit trail and version history.

Field	Configuration
Signer Order	Board Chair → Corporate Secretary → Authorized Officer
Authentication	Email link with optional SMS code or stronger ID verification
Save Format	PDF/A with embedded audit trail and timestamp
Notifications	Automatic copies to counsel and corporate records team

From draft to filing: a simple routing overview

A concise routing sequence helps legal and corporate teams coordinate drafting, approval, certification, and service.

Draft: Legal drafts resolution language and supporting facts.
Approve: Board votes and Corporate Secretary records the minutes.
Certify: Secretary certifies resolution and attaches minutes where required.
File: Authorized officer or counsel files complaint or initiates settlement proceedings.

Digital signing and platform requirements

Use an eSignature platform that preserves an audit trail, supports required authentication, and yields a court-admissible record.

Formats Supported: PDF, DOCX with audit logs
Authentication Options: Email, SMS, KBA, or advanced signer ID
Integrations: Connects with document management and corporate storage

Ensure the platform complies with ESIGN and UETA, supports HIPAA or 21 CFR Part 11 where applicable, and can export tamper-evident signed files plus a searchable audit trail for litigation or regulatory review.

Timing essentials and typical deadlines to track

Track notice, voting, filing, and preservation deadlines to avoid procedural defects and preserve claims.

Meeting Notice Period:

Follow corporate bylaws for required advance notice to directors.

Record the Vote:

Enter minutes immediately after the meeting to preserve contemporaneous evidence.

Statute of Limitations:

File the complaint within the governing statute for the underlying claim.

Service Deadlines:

Comply with jurisdictional service rules after filing the complaint.

Preserve Evidence:

Issue litigation hold promptly after authorization to commence litigation.

Key milestones from authorization to active litigation

A milestone view helps coordinate corporate approvals, counsel engagement, filing, and initial discovery steps.

01

Board Approval

Formal vote recorded in minutes and signed certification produced.

02

Counsel Retained

Engage outside counsel and confirm fee and settlement authority.

03

Court Filing

Prepare and file complaint consistent with jurisdictional requirements.

04

Service & Discovery

Serve defendants and begin initial discovery and preservation steps.

Common preparation mistakes to avoid

Using an imprecise corporate name or omitting the state of incorporation leads to clerical rejections and venue disputes.
Failing to document the board vote or certify minutes can allow opponents to challenge corporate authority to sue.
Setting ambiguous settlement limits or not delegating clear settlement authority creates internal conflicts and approval delays.
Neglecting to issue a litigation hold promptly risks spoliation claims and court sanctions.

Risks and consequences of defective or missing resolutions

Ultra Vires Acts: Contracts or suits beyond authority risk invalidation

Personal Liability: Officers may face exposure without proper corporate record

Standing Challenges: Defendants can move to dismiss for lack of corporate authorization

Invalid Filings: Courts may decline to accept filings lacking certified authority

Sanctions Risk: Spoliation or procedural lapses may trigger sanctions

Reputational Harm: Public disputes can damage business relationships

Essential content that belongs in a professional resolution

A robust resolution is concise but complete: include identification, authorization scope, designated agents, vote record, and retention certification.

Resolution Header

State the corporate name, jurisdiction of incorporation, and the purpose line that identifies the subject as a resolution authorizing litigation.

Statement of Facts

Provide a brief factual summary of the dispute or circumstances that justify litigation, avoiding unnecessary legal argument inside the corporate record.

Authority Granted

Specify the powers granted, such as filing suit, retaining counsel, negotiating settlements, and any monetary limits on settlements or fees.

Designated Counsel

Name the law firm or counsel authorized to act, or delegate the selection to the General Counsel with parameters for fee approval.

Vote and Certification

Record the date of the meeting, vote tally, and include a certification block signed by the Corporate Secretary verifying the minutes.

Effective Date

Specify the effective date of the resolution and any sunset or review provisions authorizing re-consent by the board.

Supporting documents and file formats to include

Include attachments and maintain copies in standard formats so the resolution is actionable for counsel, courts, and corporate records systems.

Supporting Documents

Attach relevant contracts, correspondence, board minutes excerpts, and any exhibits that substantiate the factual basis for litigation.

Format Options

Store signed originals as PDF/A with an embedded audit trail; preserve editable DOCX copies for internal records where needed.

Notarization

If required by jurisdiction or by a counterpart, include a notarized certification or remote online notarization record.

Record Filing

File certified copies with the corporate minute book and provide counsel with a certified electronic copy for court submission.

Who is typically authorized to sign and certify the resolution

Board Chair

Often authorized to sign or execute filings once the board has voted. The Chair may be given limited settlement authority by explicit dollar threshold in the resolution.

Corporate Secretary

Typically certifies corporate records and signatures; the Secretary's certification validates that the resolution and minutes are true corporate records.

Frequently asked questions about the Corporate Resolution to Commence Litigation

Answers to typical questions about authority, e-signatures, notarization, and record retention when preparing this resolution.

Need help? Contact support

Can this resolution be signed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
Is notarization required for the certification?
Not always; requirements vary by state and court. Some jurisdictions or counterparties prefer a notarized certification or a remote online notarization for added authentication.
Who may revoke or amend the resolution?
The board that adopted the resolution may amend or revoke it by a subsequent board action recorded in minutes, subject to any limits placed in the original resolution.
What supporting evidence should accompany the resolution?
Attach minutes recording the approval, relevant contracts or correspondence, and counsel engagement letters to demonstrate authority and factual basis.
How long should records be kept?
Retain the resolution and related records for the litigation duration plus statutory retention periods; federal guidance includes IRC §6501(a) and HIPAA retention rules.
What if the corporate name on the resolution is incorrect?
A mismatched entity name can lead to filing rejection or jurisdictional dispute; correct errors promptly and reissue a certified resolution if necessary.

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