{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-701.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-701.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-701.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-701.html"}],"law_id":83208,"edition_id":1,"section_id":83208,"structure_id":15231,"section_number":"13.1-701","catch_line":"Determination and authorization of indemnification","history":"Code 1950, \u00a7 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c. 522; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nA corporation may not indemnify a director under § 13.1-697 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in § 13.1-697.B\n\nThe determination shall be made:1\n\nIf there are two or more disinterested directors, by the board of 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 of two or more disinterested directors appointed by such a vote;2\n\nBy special legal counsel:\n\t\t\t\ta. Selected in the manner prescribed in subdivision 1; or\n\t\t\t\tb. If there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or3\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 determination.C\n\nAuthorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subdivision B 2.","order_by":null,"text":{"0":{"id":298121,"text":"A corporation may not indemnify a director under § 13.1-697 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in § 13.1-697.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":298122,"text":"The determination shall be made:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":298123,"text":"If there are two or more disinterested directors, by the board of 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 of two or more disinterested directors appointed by such a vote;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":298124,"text":"By special legal counsel:\n\t\t\t\ta. Selected in the manner prescribed in subdivision 1; or\n\t\t\t\tb. If there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":298125,"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 determination.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":298126,"text":"Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subdivision B 2.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-701\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 2019, chapter 734<\/a>.<\/p>","references":[{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"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\/"}],"refers_to":[{"id":64034,"section_number":"13.1-697","catch_line":"Authority to indemnify","order_by":null,"url":"\/13.1-697\/"}],"permalink":{"id":150291,"object_type":"law","relational_id":83208,"identifier":"13.1-701","token":"13.1\/9\/10\/13.1-701","url":"\/13.1-701\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-701\/","token":"13.1\/9\/10\/13.1-701","dublin_core":{"Title":"Determination and authorization of indemnification","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-701","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> may not indemnify a director<\/span> under § 13.1-697<\/a> unless authorized for a specific proceeding<\/span> after a determination has been made that indemnification of the director<\/span> is permissible because the director<\/span> has met the relevant standard of conduct set forth in § 13.1-697<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The determination shall be made: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If there are two or more disinterested directors<\/span>, by the board of 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 of two or more disinterested directors<\/span> appointed by such a vote; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> By special legal counsel<\/span>:\n\t\t\t\ta. Selected in the manner prescribed in subdivision 1; or\n\t\t\t\tb. If there are fewer than two disinterested directors<\/span>, selected by the board of directors<\/span>, in which selection directors<\/span> who do not qualify as disinterested directors<\/span> may participate; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/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 determination. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors<\/span> or if the determination is made by special legal counsel<\/span>, authorization of indemnification shall be made by those entitled to select special legal counsel<\/span> under subdivision B 2. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDETERMINATION AND AUTHORIZATION OF INDEMNIFICATION (\u00a7 13.1-701)\n\nA. A corporation may not indemnify a director under § 13.1-697 unless\nauthorized for a specific proceeding after a determination has been made that\nindemnification of the director is permissible because the director has met the\nrelevant standard of conduct set forth in § 13.1-697.\n\nB. The determination shall be made:\n\n 1. If there are two or more disinterested directors, by the board of directors\n by a majority vote of all the disinterested directors, a majority of whom\n shall for such purpose constitute a quorum, or by a majority of the members of\n a committee of two or more disinterested directors appointed by such a vote;\n\n 2. By special legal counsel:\n \t\t\t\ta. Selected in the manner prescribed in subdivision 1; or\n \t\t\t\tb. If there are fewer than two disinterested directors, selected by the\n board of directors, in which selection directors who do not qualify as\n disinterested directors may participate; or\n\n 3. 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 determination.\n\nC. Authorization of indemnification shall be made in the same manner as the\ndetermination that indemnification is permissible, except that if there are\nfewer than two disinterested directors or if the determination is made by\nspecial legal counsel, authorization of indemnification shall be made by those\nentitled to select special legal counsel under subdivision B 2.\n\nHISTORY: Code 1950, \u00a7 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985,\nc. 522; 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}}