{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-700.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-700.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-700.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-700.1.html"}],"law_id":57995,"edition_id":1,"section_id":57995,"structure_id":15231,"section_number":"13.1-700.1","catch_line":"Court orders for advance, reimbursement, or indemnification","history":"1987, cc. 59, 257; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nAn individual who is a party to a proceeding because he is a director of the corporation may apply for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:1\n\nOrder indemnification if the court determines that the director is entitled to mandatory indemnification under § 13.1-698;2\n\nOrder indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by § 13.1-704; or3\n\nOrder indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (i) to indemnify the director or (ii) to advance expenses to the director, even if, in the case of clause (i) or (ii), the director has not met the relevant standard of conduct set forth in subsection A of § 13.1-697, failed to comply with § 13.1-699, or was adjudged liable in a proceeding referred to in subsection D of § 13.1-697, but if the director was adjudged so liable, indemnification shall be limited to expenses incurred in connection with the proceeding.B\n\nIf the court determines that the director is entitled to indemnification under subdivision A 1 or to indemnification or advance for expenses under subdivision A 2, it shall also order the corporation to pay the director’s expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision A 3, it may also order the corporation to pay the director’s expenses to obtain court-ordered indemnification or advance for expenses.C\n\nNeither (i) the failure of the corporation, including its board of directors, its independent legal counsel and its shareholders, to have made a determination prior to the commencement of any action permitted by this section that the applying director is entitled to receive an advance, reimbursement, or indemnification nor (ii) the determination by the corporation, including its board of directors, its independent legal counsel and its shareholders, that the applying director is not entitled to receive an advance, reimbursement, or indemnification shall create a presumption to that effect or otherwise of itself be a defense to that director’s application for an advance for expenses, reimbursement, or indemnification.","order_by":null,"text":{"0":{"id":212437,"text":"An individual who is a party to a proceeding because he is a director of the corporation may apply for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":212438,"text":"Order indemnification if the court determines that the director is entitled to mandatory indemnification under § 13.1-698;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":212439,"text":"Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by § 13.1-704; or","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":212440,"text":"Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (i) to indemnify the director or (ii) to advance expenses to the director, even if, in the case of clause (i) or (ii), the director has not met the relevant standard of conduct set forth in subsection A of § 13.1-697, failed to comply with § 13.1-699, or was adjudged liable in a proceeding referred to in subsection D of § 13.1-697, but if the director was adjudged so liable, indemnification shall be limited to expenses incurred in connection with the proceeding.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":212441,"text":"If the court determines that the director is entitled to indemnification under subdivision A 1 or to indemnification or advance for expenses under subdivision A 2, it shall also order the corporation to pay the director’s expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision A 3, it may also order the corporation to pay the director’s expenses to obtain court-ordered indemnification or advance for expenses.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":212442,"text":"Neither (i) the failure of the corporation, including its board of directors, its independent legal counsel and its shareholders, to have made a determination prior to the commencement of any action permitted by this section that the applying director is entitled to receive an advance, reimbursement, or indemnification nor (ii) the determination by the corporation, including its board of directors, its independent legal counsel and its shareholders, that the applying director is not entitled to receive an advance, reimbursement, or indemnification shall create a presumption to that effect or otherwise of itself be a defense to that director’s application for an advance for expenses, reimbursement, or indemnification.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-700.1\/","history_text":"

This law was first created in 1987. The record of its establishment is cataloged in chapters 59 and 257 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1987 \u201cActs\u201d aren\u2019t available online. It has been modified 2 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 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":64034,"section_number":"13.1-697","catch_line":"Authority to indemnify","order_by":null,"url":"\/13.1-697\/"},{"id":62700,"section_number":"13.1-699","catch_line":"Advance for expenses","order_by":null,"url":"\/13.1-699\/"},{"id":72780,"section_number":"13.1-702","catch_line":"Advance for expenses and indemnification for officers","order_by":null,"url":"\/13.1-702\/"}],"refers_to":[{"id":64034,"section_number":"13.1-697","catch_line":"Authority to indemnify","order_by":null,"url":"\/13.1-697\/"},{"id":69826,"section_number":"13.1-698","catch_line":"Mandatory indemnification","order_by":null,"url":"\/13.1-698\/"},{"id":62700,"section_number":"13.1-699","catch_line":"Advance for expenses","order_by":null,"url":"\/13.1-699\/"},{"id":70191,"section_number":"13.1-704","catch_line":"Application of article","order_by":null,"url":"\/13.1-704\/"}],"permalink":{"id":150287,"object_type":"law","relational_id":57995,"identifier":"13.1-700.1","token":"13.1\/9\/10\/13.1-700.1","url":"\/13.1-700.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-700.1\/","token":"13.1\/9\/10\/13.1-700.1","dublin_core":{"Title":"Court orders for advance, reimbursement, or indemnification","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-700.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> An individual<\/span> who is a party<\/span> to a proceeding<\/span> because he is a director<\/span> of the corporation<\/span> may apply for indemnification or an advance of expenses<\/span> to the court<\/span> conducting the proceeding<\/span> or to another court<\/span> of competent jurisdiction<\/span>. After receipt of an application and after giving any notice it considers necessary, the court<\/span> shall: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Order<\/span> indemnification if the court<\/span> determines that the director<\/span> is entitled to mandatory indemnification under § 13.1-698<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Order<\/span> indemnification or advance for expenses<\/span> if the court<\/span> determines that the director<\/span> is entitled to indemnification or advance for expenses<\/span> pursuant to a provision authorized by § 13.1-704<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Order<\/span> indemnification or advance for expenses<\/span> if the court<\/span> determines, in view of all the relevant circumstances, that it is fair and reasonable (i) to indemnify the director<\/span> or (ii) to advance expenses<\/span> to the director<\/span>, even if, in the case of clause (i) or (ii), the director<\/span> has not met the relevant standard of conduct set forth in subsection A of § 13.1-697<\/a>, failed to comply with § 13.1-699<\/a>, or was adjudged liable in a proceeding<\/span> referred to in subsection D of § 13.1-697<\/a>, but if the director<\/span> was adjudged so liable, indemnification shall be limited to expenses<\/span> incurred in connection with the proceeding<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the court<\/span> determines that the director<\/span> is entitled to indemnification under subdivision A 1 or to indemnification or advance for expenses<\/span> under subdivision A 2, it shall also order<\/span> the corporation<\/span> to pay the director<\/span>’s expenses<\/span> incurred in connection with obtaining court<\/span>-ordered indemnification or advance for expenses<\/span>. If the court<\/span> determines that the director<\/span> is entitled to indemnification or advance for expenses<\/span> under subdivision A 3, it may also order<\/span> the corporation<\/span> to pay the director<\/span>’s expenses<\/span> to obtain court<\/span>-ordered indemnification or advance for expenses<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Neither (i) the failure of the corporation<\/span>, including its board of directors<\/span>, its independent legal counsel<\/span> and its shareholders<\/span>, to have made a determination prior to the commencement of any action permitted by this section that the applying director<\/span> is entitled to receive an advance, reimbursement, or indemnification nor (ii) the determination by the corporation<\/span>, including its board of directors<\/span>, its independent legal counsel<\/span> and its shareholders<\/span>, that the applying director<\/span> is not entitled to receive an advance, reimbursement, or indemnification shall create a presumption<\/span> to that effect or otherwise of itself be a defense to that director<\/span>’s application for an advance for expenses<\/span>, reimbursement, or indemnification. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOURT ORDERS FOR ADVANCE, REIMBURSEMENT, OR INDEMNIFICATION (\u00a7 13.1-700.1)\n\nA. An individual who is a party to a proceeding because he is a director of the\ncorporation may apply for indemnification or an advance of expenses to the court\nconducting the proceeding or to another court of competent jurisdiction. After\nreceipt of an application and after giving any notice it considers necessary,\nthe court shall:\n\n 1. Order indemnification if the court determines that the director is entitled\n to mandatory indemnification under § 13.1-698;\n\n 2. Order indemnification or advance for expenses if the court determines that\n the director is entitled to indemnification or advance for expenses pursuant\n to a provision authorized by § 13.1-704; or\n\n 3. Order indemnification or advance for expenses if the court determines, in\n view of all the relevant circumstances, that it is fair and reasonable (i) to\n indemnify the director or (ii) to advance expenses to the director, even if,\n in the case of clause (i) or (ii), the director has not met the relevant\n standard of conduct set forth in subsection A of § 13.1-697, failed to\n comply with § 13.1-699, or was adjudged liable in a proceeding referred\n to in subsection D of § 13.1-697, but if the director was adjudged so\n liable, indemnification shall be limited to expenses incurred in connection\n with the proceeding.\n\nB. If the court determines that the director is entitled to indemnification\nunder subdivision A 1 or to indemnification or advance for expenses under\nsubdivision A 2, it shall also order the corporation to pay the director’s\nexpenses incurred in connection with obtaining court-ordered indemnification or\nadvance for expenses. If the court determines that the director is entitled to\nindemnification or advance for expenses under subdivision A 3, it may also order\nthe corporation to pay the director’s expenses to obtain court-ordered\nindemnification or advance for expenses.\n\nC. Neither (i) the failure of the corporation, including its board of directors,\nits independent legal counsel and its shareholders, to have made a determination\nprior to the commencement of any action permitted by this section that the\napplying director is entitled to receive an advance, reimbursement, or\nindemnification nor (ii) the determination by the corporation, including its\nboard of directors, its independent legal counsel and its shareholders, that the\napplying director is not entitled to receive an advance, reimbursement, or\nindemnification shall create a presumption to that effect or otherwise of itself\nbe a defense to that director’s application for an advance for expenses,\nreimbursement, or indemnification.\n\nHISTORY: 1987, cc. 59, 257; 2005, c. 765; 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}}