Here’s a comprehensive, practice-ready guide (Philippine setting) to drafting and using a Board Resolution Authorizing an Employee to File a Lawsuit, with ready-to-paste templates and practical notes from filing through notarization. This is general information—not legal advice. If you’re handling a live dispute, have counsel review before filing.

1) What this resolution is for (and when you need it)

Corporations “sue and be sued” through duly authorized agents. Because corporate powers are exercised by the board of directors/trustees, courts and quasi-judicial bodies typically require proof of authority when a complaint (or any initiating pleading/affidavit) is verified and filed by someone other than a director/officer with inherent authority. A Board Resolution (often shown via a Secretary’s Certificate) is the standard proof.

Typical use cases:

Civil complaints (e.g., collection, injunction, damages)
Special civil actions (e.g., certiorari), appeals, and motions requiring verification
Criminal complaints filed with prosecutors (e.g., estafa, BP 22) where a corporate representative executes a complaint-affidavit
Administrative/quasi-judicial filings (e.g., DTI, IPOPHL, DICT, NTC, SEC)
Small Claims (lawyers generally not allowed to appear; corporations may appear through an authorized representative via board resolution)
Labor cases (NLRC/DOLE): corporations often appear/verify through an authorized representative; check forum-specific rules

2) Legal building blocks (in plain English)

Corporate capacity & who acts for the corporation. Corporate powers, including litigation, are exercised by the board. The board may delegate to an employee/agent the authority to initiate suits, verify pleadings, hire counsel, receive processes, and (if intended) compromise/settle.
Verification & Certification Against Forum Shopping. When rules require these (e.g., in civil cases), they must be signed by a duly authorized corporate representative with personal knowledge of the facts. Attach the board resolution/secretary’s certificate (or an SPA) as proof of authority.
Counsel vs. non-lawyer representative. In regular courts, pleadings are signed by counsel. The employee signs the verification and non-forum shopping certification, and may receive processes, but may not argue in court unless rules permit (e.g., small claims).
Form of proof. Commonly: (a) full Board Resolution in the minutes; (b) Secretary’s Certificate (extract) for filing; and optionally (c) Special Power of Attorney/Authority in favor of the employee.

3) Core drafting checklist (don’t skip these)

Exact corporate name, SEC Reg. No., principal office address
Meeting details: date, time, place; quorum and notice/waiver facts
Recitals (whereas) stating the dispute/need for suit
Authority granted: to a named employee (include position, ID details) to:
- Initiate and file complaints/counterclaims/appeals
- Sign and verify pleadings and certify against forum shopping
- Execute affidavits/complaint-affidavits and appear in preliminary conferences/mediations
- Receive summons, subpoenas, orders, notices, and e-service (list official email)
- Engage, instruct, and change counsel; pay fees and costs
- (If intended) Compromise, settle, submit to ADR, and assign/substitute representatives
- (Optional) Designate alternates by written designation
Scope limits: case caption/subject matter; courts/offices covered; term/expiry; cap on settlement amounts; requirement of board ratification for settlements above a threshold
Ratification clause validating prior acts
Effectivity date
Attestation: signatures of the presiding officer and Corporate Secretary; corporate seal if available
Notarization: Acknowledgment for Secretary’s Certificate; ensure personal appearance and valid IDs under the Notarial Practice rules
Attachments to keep on file: minutes, attendance sheet, proof of notice/waiver, specimen signatures, employee ID copy

4) Ready-to-use templates

A) Full Board Resolution (for the minutes)

BOARD RESOLUTION NO. _, SERIES OF 20**** [Company Name], Inc. (SEC Reg. No. ________)

A regular/special meeting of the Board of Directors of [Company Name], Inc. (the “Corporation”) was held on [date] at [time] at [address or via videoconference platform], with a quorum present.

WHEREAS, the Corporation intends to pursue legal action concerning [brief description of claim/controversy, adverse party, and forum if known]; WHEREAS, it is in the Corporation’s best interest to authorize a representative to initiate and prosecute said action and related proceedings;

NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby authorizes [Full Name of Employee], [position], of legal age, with office address at [company address], to:

Initiate, commence, and file in the name and on behalf of the Corporation any complaint, petition, application, counterclaim, appeal, or motion necessary in relation to [case/subject], before any trial or appellate court, prosecutor’s office, or administrative/quasi-judicial agency;

Sign and execute all pleadings and papers requiring verification and the Certification Against Forum Shopping, and to execute affidavits/complaint-affidavits and supporting statements;

Receive summons, subpoenas, orders, notices, and other processes, including service by electronic means at [official litigation email address] and [alternate email, if any];

Engage, retain, instruct, and change counsel, and pay filing fees, docket fees, bonds, and related costs;

(If granted) Enter into compromise/settlement/ADR, subject to the limits that any settlement exceeding ₱[amount] shall require prior Board approval;

Designate in writing [Name of Alternate, Position] as alternate representative in case of absence or incapacity; and

Perform all acts reasonably necessary to accomplish the foregoing.

RESOLVED FURTHER, that all acts heretofore undertaken by [Employee Name] in relation to the foregoing are approved, confirmed, and ratified.

RESOLVED FINALLY, that this authority shall be effective on [date] and shall remain in force until [expiry/“revoked in writing by the Board”].

Approved on the date first above written.

[Name], Chairperson/Presiding Director

Attested by:

[Name], Corporate Secretary (Affix corporate seal, if any)

B) Secretary’s Certificate (attach this to the pleading)

SECRETARY’S CERTIFICATE

I, [Name], of legal age, Corporate Secretary of [Company Name], Inc. (SEC Reg. No. ________, principal office at [address]), hereby certify that:

At a [regular/special] meeting of the Board of Directors held on [date] at [place or platform], at which a quorum was present and acting throughout, the following resolution was adopted and has not been amended or rescinded:

[Quote Resolution No. ___ in full, or the “RESOLVED” clauses at minimum].

The meeting was duly called with notice, or notice was waived, in accordance with the Corporation’s By-Laws and applicable law.

The above resolution remains valid and effective as of this date.

IN WITNESS WHEREOF, I have hereunto set my hand this [date] at [city/province].

[Name] Corporate Secretary

ACKNOWLEDGMENT (Philippines) Republic of the Philippines) City/Province of _________ ) S.S.

BEFORE ME, a Notary Public for and in [City/Province], this [date], personally appeared [Corporate Secretary Name], known to me and who presented [ID type & number], known to me and to me known to be the same person who executed the foregoing Secretary’s Certificate, and acknowledged that the same is their free act and deed and of the Corporation.

WITNESS MY HAND AND NOTARIAL SEAL, on the date and at the place first above written.

Doc. No. _____; Page No. _____; Book No. ___; Series of 20.

C) Special Power of Attorney / Authority (optional but helpful)

SPECIAL POWER OF ATTORNEY / AUTHORITY

[Company Name], Inc., represented by [Name/Title of signatory authorized by Board or By-Laws], hereby constitutes and appoints [Employee Name, Position] as its true and lawful attorney-in-fact to:

File, verify, and prosecute [describe case]; sign the Certification Against Forum Shopping; execute affidavits and related papers; receive processes (including e-service at [email]); engage and instruct counsel; pay fees; and, if authorized, enter into settlement/ADR, subject to the Board’s limits.

This SPA/Authority is effective [date] until [expiry or revocation].

Executed this [date] at [city/province].

[Company Name], Inc. By: _________________________ [Name], [Corporate Title] (Attach proof of signatory authority; notarize by acknowledgment.)

D) Verification & Certification Against Forum Shopping (for corporate plaintiff)

VERIFICATION I, [Employee Name], [position] of [Company Name], Inc., of legal age, after being duly sworn, state: I am authorized by the Board to verify this [Complaint/ Petition] (see attached Secretary’s Certificate). I have read and caused to be prepared the foregoing pleading and attest that the allegations are true and correct based on my personal knowledge and authentic records of the Corporation.

[Employee Name]

CERTIFICATION AGAINST FORUM SHOPPING I certify that [Company Name], Inc. has not commenced any other action or proceeding involving the same issues in the Supreme Court, Court of Appeals, or any other tribunal or agency; to the best of my knowledge, no such action is pending; if I learn that a similar action or claim has been filed or is pending, I undertake to report that fact within five (5) days. I am duly authorized to sign this certification as shown by the attached Secretary’s Certificate.

[Employee Name] [Position]

JURAT (Philippines) SUBSCRIBED AND SWORN to before me this [date] at [city/province], affiant exhibiting [ID type & number]; affiant personally appeared before me. Doc. No. ____; Page No. ____; Book No. __; Series of 20.

5) Filing & practice tips (court and agency-ready)

A. Attach the right proof every time.

Always attach the Secretary’s Certificate (and SPA, if used) to the first pleading that requires verification or when the tribunal asks for proof of authority.
Keep consistency: names, positions, emails, and corporate details must match across the resolution, certificate, and pleading.

B. E-service and contact details.

Provide official litigation emails/phone numbers for service (per the amended court rules favoring electronic service and filing). Route these to a monitored mailbox.

C. Criminal complaints.

For prosecutor filings (e.g., estafa, BP 22), your employee-representative will execute a Complaint-Affidavit with attached resolution/certificate. They must personally appear for notarization and/or prosecutor administered oaths, bringing competent evidence of identity.

D. Small Claims.

Corporations may appear through a non-lawyer representative with a board resolution or SPA. Your employee may sign pleadings and appear at hearings (lawyers generally not allowed to appear). Use the templates above, and bring originals.

E. ADR/settlement limits.

If you authorize settlement, state a peso cap and require separate board clearance above that amount. This avoids questions about ultra vires compromise.

F. Duration & revocation.

Give the authority a clear term (e.g., “until finality of judgment in [case], unless earlier revoked”). If changing representatives, issue a new resolution and notify the tribunal.

G. Notarization hygiene.

Use acknowledgment for Secretary’s Certificates and SPA; jurat for verifications/certifications/affidavits. Ensure personal appearance and valid IDs (names must match exactly).

H. Corporate records.

File the minutes, attendance, notice/waivers, and signed originals in the corporate records book. Keep digitized copies for e-filing.

I. Counsel engagement letter.

Even if the resolution empowers the employee to hire counsel, sign a Letter of Engagement with law firm details, scope, billing, and authority to receive privileged information.

6) Variations by business form

Stock/Non-stock Corporation: Use Board Resolution and Secretary’s Certificate as above.
One Person Corporation (OPC): The single stockholder who is the sole director/president issues a Written Consent/Resolution authorizing the representative; attach the written consent instead of a board resolution.
Partnership: Use a Partners’ Resolution (majority/all partners as required by the partnership agreement).
Sole Proprietorship: No board; the proprietor issues an SPA to the employee-representative and attaches DTI registration and proprietor’s ID.

7) Common pitfalls that trigger dismissals or delays

Certification against forum shopping signed by an unauthorized person or without proof of authority attached
Stale/ambiguous resolution without dates, quorum, or scope
Missing or incorrect case caption/subject, causing authority mismatch
No limits on settlement authority (risking challenges to validity)
No notarization or defective notarization (no personal appearance, wrong venue)
Using personal, unmonitored emails for e-service and then missing orders

8) Quick pre-filing QA (tick these off)

Exact corporate name and SEC No. correct
Meeting date/place, quorum, and notices recorded
Employee’s full name, position, and IDs consistent
Specific acts authorized, including verification and forum shopping certification
Counsel engagement authority included
E-service emails stated
Settlement/ADR authority limits clear
Secretary’s Certificate executed and notarized
Attachments (minutes/attendance/specimen signatures) in records

If you want, tell me your company name, the employee’s details, case type, and whether you want settlement authority included—I’ll tailor the templates to your exact scenario (including OPC/partnership variants and small-claims-specific language).