Board Resolution Format for Appointment of Legal Advisor

A company can appoint a lawyer or a law firm as the legal advisor of the company to advise the concerned officers of the company in the matters of legal in nature, requiring legal opinion from a lawyer and necessary actions thereafter.

The legal advisor is also expected to advise the company in advance to comply with the provisions of any law that is applicable on the company, the non-compliance of which will attract penal actions from the statutory authority.

Following board resolution can be referred.

SAMPLE

The Managing Director informed the Board that in the best interest of the company and in order to timely comply with the provisions of any applicable law as may be enacted in the country, it is advisable that a "Legal Adviser" be appointed in the company on annual retainership basis.

The Board was further apprised that M/s. ABC & XYZ, Advocates and Solicitors, is a reputed law firm, having their main office at (city) and branches at ... other cities. They have consented to be the legal advisers of the company. Their letter dated ................... in this regard was tabled before the meeting for perusal.

The Managing Director further informed the Board that as per the prevailing rates in the industry, an annual retainership fee of (amount) for payment to the Legal Advisers will be justified. The draft agreement between the legal advisers and the company was tabled before the meeting. The Board noted the same.

The Board considered the same and passed the following resolution unanimously.

“RESOLVED THAT M/s. ABC & XYZ, Advocates and Solicitors, (Regn. No. ..............), having their office at (address), be and is hereby appointed as the "Legal Advisers" of the company on annual retainership basis.

RESOLVED FURTHER THAT M/s. ABC & XYZ, Advocates and Solicitors, be paid a retainership fee of (amount) per annum.

RESOLVED FURTHER THAT M/s. ABC & XYZ, Advocates and Solicitors shall carry out their duties and responsibilities as per the agreement to be executed between the company and them, as per the draft agreement placed before the Board.

RESOLVED FURTHER THAT the Managing Director be and is hereby authorised to sign and execute the agreement with M/s. ABC & XYZ, Advocates and Solicitors and do all such acts, deeds and things as may be necessary in this regard.”