How Can a Corporation Bring a Suit?

By Marilyn Lindblad

A corporation is an organization formed under state law to carry on a business. A corporation is, in essence, a legally created pseudo-person that operates a business. The corporation's bylaws grant authority to its officers, directors and shareholders to control its activities. Different corporations may have different procedures for authorizing the corporation to file a lawsuit.


The bylaws of a corporation are its written rules of conduct. The bylaws establish who the corporate officers are and what authority each officer has to act on behalf of the corporation. For instance, the bylaws may establish a chief legal officer for the corporation who has authority to file a lawsuit on behalf of the corporation. Alternatively, the bylaws could require that the board of directors vote on and approve a resolution to file suit in the corporation's name. The bylaws could also delegate authority to bring a lawsuit to the corporation's general counsel or another lawyer in the corporate legal department.


Because a corporation is not a person, it cannot represent itself in state or federal court. Therefore, an attorney representing the corporation must bring a suit on its behalf. Every corporation may have its own process for choosing an attorney to bring a lawsuit. The bylaws may specify a process for choosing an attorney or delegate that authority to a lawyer who works for the corporation.

Ready to incorporate your business? Get Started Now


A corporation that brings a lawsuit as a plaintiff or gets sued as a defendant must identify its owners. This disclosure enables judges, jurors and attorneys representing other parties to determine whether they have conflicts of interest in the case. For instance, if a judge owns stock in a corporation that owns a subsidiary corporation that brings a lawsuit, the corporate disclosure makes the judge aware of the potential conflict so she can disqualify herself from overseeing the case or disclose her interest to the litigants.


During litigation, either party may take the deposition of its opponent. Procedural rules permit a defendant to take the deposition of a corporation, even though the corporation is an artificial person. If the defendant does not know the name of individuals within the corporation that he wishes to depose, he can make the corporation designate a witness to testify in place of the corporation. This witness must testify about information that the corporation knows and information that is available to the corporation.

Ready to incorporate your business? Get Started Now
The Right to Sue a Board Director


Related articles

Can a Corporation Be a Member of an LLC?

A limited liability company, or LLC, is a type of business organization authorized by state statute. All state LLC statutes permit other types of business entities, such as a corporation or partnership, to serve as a member of an LLC, and usually place few restrictions on the ability of a corporation to be an LLC member.

What Determines the Legal Signature for a Corporation?

A corporation is a business created under state law that is a separate legal entity from the individuals who own or run it, so it must rely upon human beings to sign legal documents on its behalf. A corporation is managed by a board of directors, which generally appoints officers to run the company's day-to-day operations. Just because an individual has an impressive title does not automatically mean his signature has the authority to legally bind the corporation.

The Responsibilities of the Board of a C Corp

A "C" Corporation is the standard form of a corporate entity; it is a separate legally taxable organization, which generally protects the shareholders from being personally responsible for the business’s liabilities. The board of directors is elected by the corporation’s shareholders to oversee the business. While the board does not manage the day-to-day operations, it is responsible for establishing the overall strategy for the business. The directors are fiduciaries of the shareholders, which mean that any actions they are authorized to take are subject to certain standards.

LLCs, Corporations, Patents, Attorney Help Incorporation

Related articles

How to File a Response to a Summons if I Have an S-Corporation

An S corporation responds to a summons in the same way as a regular corporation. A summons informs the corporation that ...

How Do I Become Incorporated in California?

You incorporate a business in California by filing articles of incorporation with the secretary of state. You can ...

How to Remove an Officer of a Corporation

The individuals charged with making important strategic and financial decisions for a corporation must act based on the ...

How to Find a Corporation's Public Records

Corporations are required by law to make certain information available to the public so people know whom to contact ...

Browse by category
Ready to Begin? GET STARTED