{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-699.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-699.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-699.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-699.html"}],"law_id":62700,"edition_id":1,"section_id":62700,"structure_id":15231,"section_number":"13.1-699","catch_line":"Advance for expenses","history":"Code 1950, \u00a7 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nA corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by a director who is a party to a proceeding because the individual is a director if the director delivers to the corporation a signed written undertaking to repay any funds advanced if (i) the director is not entitled to mandatory indemnification under § 13.1-698 and (ii) it is ultimately determined under § 13.1-700.1 or 13.1-701 that the director is not entitled to indemnification.B\n\nThe undertaking required by subsection A shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.C\n\nAuthorizations under this section shall be made by:1\n\nThe board of directors:\n\t\t\t\ta. If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee consisting solely of two or more disinterested directors appointed by such a vote; or\n\t\t\t\tb. If there are fewer than two disinterested directors, by the vote necessary for action by the board of directors in accordance with subsection C of § 13.1-688, in which authorization directors who do not qualify as disinterested directors may participate; or2\n\nBy the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization.","order_by":null,"text":{"0":{"id":228609,"text":"A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by a director who is a party to a proceeding because the individual is a director if the director delivers to the corporation a signed written undertaking to repay any funds advanced if (i) the director is not entitled to mandatory indemnification under § 13.1-698 and (ii) it is ultimately determined under § 13.1-700.1 or 13.1-701 that the director is not entitled to indemnification.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":228610,"text":"The undertaking required by subsection A shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":228611,"text":"Authorizations under this section shall be made by:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":228612,"text":"The board of directors:\n\t\t\t\ta. If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee consisting solely of two or more disinterested directors appointed by such a vote; or\n\t\t\t\tb. If there are fewer than two disinterested directors, by the vote necessary for action by the board of directors in accordance with subsection C of § 13.1-688, in which authorization directors who do not qualify as disinterested directors may participate; or","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":228613,"text":"By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1"}},"ancestry":[{"id":15231,"edition_id":1,"name":"Indemnification","identifier":"10","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:53:12","date_modified":"2026-06-26 03:53:12","permalink":{"id":150265,"object_type":"structure","relational_id":15231,"identifier":"10","token":"13.1\/9\/10","url":"\/13.1\/9\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":83273,"structure_id":15231,"section_number":"13.1-696","catch_line":"Definitions","url":"\/13.1-696\/","token":"13.1\/9\/10\/13.1-696","metadata":false},{"id":64034,"structure_id":15231,"section_number":"13.1-697","catch_line":"Authority to indemnify","url":"\/13.1-697\/","token":"13.1\/9\/10\/13.1-697","metadata":false},{"id":69826,"structure_id":15231,"section_number":"13.1-698","catch_line":"Mandatory indemnification","url":"\/13.1-698\/","token":"13.1\/9\/10\/13.1-698","metadata":false},{"id":62700,"structure_id":15231,"section_number":"13.1-699","catch_line":"Advance for expenses","url":"\/13.1-699\/","token":"13.1\/9\/10\/13.1-699","metadata":false},{"id":80595,"structure_id":15231,"section_number":"13.1-700","catch_line":"Repealed","url":"\/13.1-700\/","token":"13.1\/9\/10\/13.1-700","metadata":false},{"id":57995,"structure_id":15231,"section_number":"13.1-700.1","catch_line":"Court orders for advance, reimbursement, or indemnification","url":"\/13.1-700.1\/","token":"13.1\/9\/10\/13.1-700.1","metadata":false},{"id":83208,"structure_id":15231,"section_number":"13.1-701","catch_line":"Determination and authorization of indemnification","url":"\/13.1-701\/","token":"13.1\/9\/10\/13.1-701","metadata":false},{"id":72780,"structure_id":15231,"section_number":"13.1-702","catch_line":"Advance for expenses and indemnification for officers","url":"\/13.1-702\/","token":"13.1\/9\/10\/13.1-702","metadata":false},{"id":59811,"structure_id":15231,"section_number":"13.1-703","catch_line":"Insurance","url":"\/13.1-703\/","token":"13.1\/9\/10\/13.1-703","metadata":false},{"id":70191,"structure_id":15231,"section_number":"13.1-704","catch_line":"Application of article","url":"\/13.1-704\/","token":"13.1\/9\/10\/13.1-704","metadata":false}],"previous_section":{"id":69826,"structure_id":15231,"section_number":"13.1-698","catch_line":"Mandatory indemnification","url":"\/13.1-698\/","token":"13.1\/9\/10\/13.1-698","metadata":false},"next_section":{"id":80595,"structure_id":15231,"section_number":"13.1-700","catch_line":"Repealed","url":"\/13.1-700\/","token":"13.1\/9\/10\/13.1-700","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-699\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1968, chapter 570; in 1975, chapter 500; in 1979, chapter 99; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2010, chapter 782<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":57995,"section_number":"13.1-700.1","catch_line":"Court orders for advance, reimbursement, or indemnification","order_by":null,"url":"\/13.1-700.1\/"},{"id":70191,"section_number":"13.1-704","catch_line":"Application of article","order_by":null,"url":"\/13.1-704\/"}],"refers_to":[{"id":57551,"section_number":"13.1-688","catch_line":"Quorum and voting by directors","order_by":null,"url":"\/13.1-688\/"},{"id":69826,"section_number":"13.1-698","catch_line":"Mandatory indemnification","order_by":null,"url":"\/13.1-698\/"},{"id":57995,"section_number":"13.1-700.1","catch_line":"Court orders for advance, reimbursement, or indemnification","order_by":null,"url":"\/13.1-700.1\/"},{"id":83208,"section_number":"13.1-701","catch_line":"Determination and authorization of indemnification","order_by":null,"url":"\/13.1-701\/"}],"permalink":{"id":150279,"object_type":"law","relational_id":62700,"identifier":"13.1-699","token":"13.1\/9\/10\/13.1-699","url":"\/13.1-699\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-699\/","token":"13.1\/9\/10\/13.1-699","dublin_core":{"Title":"Advance for expenses","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-699","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> may, before final disposition<\/span> of a proceeding<\/span>, advance funds to pay for or reimburse the expenses<\/span> incurred in connection with the proceeding<\/span> by a director<\/span> who is a party<\/span> to a proceeding<\/span> because the individual<\/span> is a director<\/span> if the director<\/span> delivers<\/span> to the corporation<\/span> a signed written<\/span> undertaking to repay any funds advanced if (i) the director<\/span> is not entitled to mandatory indemnification under § 13.1-698<\/a> and (ii) it is ultimately determined under § 13.1-700.1<\/a> or 13.1-701<\/a> that the director<\/span> is not entitled to indemnification. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The undertaking required by subsection A shall be an unlimited general obligation of the director<\/span> but need not be secured and may be accepted without reference to the financial ability of the director<\/span> to make repayment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Authorizations under this section shall be made by: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The board of directors<\/span>:\n\t\t\t\ta. If there are two or more disinterested directors<\/span>, by a majority vote of all the disinterested directors<\/span>, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee consisting solely of two or more disinterested directors<\/span> appointed by such a vote; or\n\t\t\t\tb. If there are fewer than two disinterested directors<\/span>, by the vote necessary for action by the board of directors<\/span> in accordance with subsection C of § 13.1-688<\/a>, in which authorization directors<\/span> who do not qualify as disinterested directors<\/span> may participate; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> By the shareholders<\/span>, but shares<\/span> owned by or voted under the control of a director<\/span> who at the time does not qualify as a disinterested director<\/span> may not be voted on the authorization. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nADVANCE FOR EXPENSES (\u00a7 13.1-699)\n\nA. A corporation may, before final disposition of a proceeding, advance funds to\npay for or reimburse the expenses incurred in connection with the proceeding by\na director who is a party to a proceeding because the individual is a director\nif the director delivers to the corporation a signed written undertaking to\nrepay any funds advanced if (i) the director is not entitled to mandatory\nindemnification under § 13.1-698 and (ii) it is ultimately determined under\n§ 13.1-700.1 or 13.1-701 that the director is not entitled to\nindemnification.\n\nB. The undertaking required by subsection A shall be an unlimited general\nobligation of the director but need not be secured and may be accepted without\nreference to the financial ability of the director to make repayment.\n\nC. Authorizations under this section shall be made by:\n\n 1. The board of directors:\n \t\t\t\ta. If there are two or more disinterested directors, by a majority vote of\n all the disinterested directors, a majority of whom shall for such purpose\n constitute a quorum, or by a majority of the members of a committee consisting\n solely of two or more disinterested directors appointed by such a vote; or\n \t\t\t\tb. If there are fewer than two disinterested directors, by the vote\n necessary for action by the board of directors in accordance with subsection C\n of § 13.1-688, in which authorization directors who do not qualify as\n disinterested directors may participate; or\n\n 2. By the shareholders, but shares owned by or voted under the control of a\n director who at the time does not qualify as a disinterested director may not\n be voted on the authorization.\n\nHISTORY: Code 1950, \u00a7 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985,\nc. 522; 2005, c. 765; 2010, c. 782; 2015, c. 611; 2019, c. 734.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}