{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-875.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-875.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-875.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-875.html"}],"law_id":56361,"edition_id":1,"section_id":56361,"structure_id":14482,"section_number":"13.1-875","catch_line":"Definitions","history":"1985, c. 522; 2007, c. 925; 2009, c. 587.","full_text":"In this article:\n\t\t“Corporation” includes any domestic corporation and any domestic or foreign predecessor entity of a domestic corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.\n\t\t“Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee, or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if such person’s duties to the corporation also impose duties on, or otherwise involve services by, such person to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.\n\t\t“Expenses” includes counsel fees.\n\t\t“Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.\n\t\t“Official capacity” means, (i) when used with respect to a director, the office of director in a corporation; or (ii) when used with respect to an officer, as contemplated in \u00a7 13.1-881, the office in a corporation held by the officer. “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.\n\t\t“Party” means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.\n\t\t“Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.","order_by":null,"text":{"0":{"id":206392,"text":"In this article:\n\t\t“Corporation” includes any domestic corporation and any domestic or foreign predecessor entity of a domestic corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.\n\t\t“Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee, or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if such person’s duties to the corporation also impose duties on, or otherwise involve services by, such person to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.\n\t\t“Expenses” includes counsel fees.\n\t\t“Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.\n\t\t“Official capacity” means, (i) when used with respect to a director, the office of director in a corporation; or (ii) when used with respect to an officer, as contemplated in \u00a7 13.1-881, the office in a corporation held by the officer. “Official capacity” does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.\n\t\t“Party” means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.\n\t\t“Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":14482,"edition_id":1,"name":"Indemnification","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:48:17","date_modified":"2026-06-26 03:48:17","permalink":{"id":148235,"object_type":"structure","relational_id":14482,"identifier":"9","token":"13.1\/10\/9","url":"\/13.1\/10\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":56361,"structure_id":14482,"section_number":"13.1-875","catch_line":"Definitions","url":"\/13.1-875\/","token":"13.1\/10\/9\/13.1-875","metadata":false},{"id":81318,"structure_id":14482,"section_number":"13.1-876","catch_line":"Authority to indemnify","url":"\/13.1-876\/","token":"13.1\/10\/9\/13.1-876","metadata":false},{"id":74253,"structure_id":14482,"section_number":"13.1-877","catch_line":"Mandatory indemnification","url":"\/13.1-877\/","token":"13.1\/10\/9\/13.1-877","metadata":false},{"id":68983,"structure_id":14482,"section_number":"13.1-878","catch_line":"Advance for expenses","url":"\/13.1-878\/","token":"13.1\/10\/9\/13.1-878","metadata":false},{"id":59957,"structure_id":14482,"section_number":"13.1-879","catch_line":"Repealed","url":"\/13.1-879\/","token":"13.1\/10\/9\/13.1-879","metadata":false},{"id":85348,"structure_id":14482,"section_number":"13.1-879.1","catch_line":"Court orders for advances, reimbursement or indemnification","url":"\/13.1-879.1\/","token":"13.1\/10\/9\/13.1-879.1","metadata":false},{"id":78320,"structure_id":14482,"section_number":"13.1-880","catch_line":"Determination and authorization of indemnification","url":"\/13.1-880\/","token":"13.1\/10\/9\/13.1-880","metadata":false},{"id":72562,"structure_id":14482,"section_number":"13.1-881","catch_line":"Indemnification of officers","url":"\/13.1-881\/","token":"13.1\/10\/9\/13.1-881","metadata":false},{"id":55875,"structure_id":14482,"section_number":"13.1-882","catch_line":"Insurance","url":"\/13.1-882\/","token":"13.1\/10\/9\/13.1-882","metadata":false},{"id":59006,"structure_id":14482,"section_number":"13.1-883","catch_line":"Application of article","url":"\/13.1-883\/","token":"13.1\/10\/9\/13.1-883","metadata":false}],"next_section":{"id":81318,"structure_id":14482,"section_number":"13.1-876","catch_line":"Authority to indemnify","url":"\/13.1-876\/","token":"13.1\/10\/9\/13.1-876","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-875\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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 1985 \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 2007, chapter 925<\/a>; in 2009, chapter 587<\/a>.<\/p>","references":[{"id":73266,"section_number":"38.2-2702","catch_line":"Establishment of residual market facility","order_by":null,"url":"\/38.2-2702\/"}],"refers_to":[{"id":72562,"section_number":"13.1-881","catch_line":"Indemnification of officers","order_by":null,"url":"\/13.1-881\/"}],"permalink":{"id":148237,"object_type":"law","relational_id":56361,"identifier":"13.1-875","token":"13.1\/10\/9\/13.1-875","url":"\/13.1-875\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-875\/","token":"13.1\/10\/9\/13.1-875","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-875","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

In this article:\n\t\t“Corporation” includes any domestic corporation<\/span> and any domestic or foreign predecessor entity<\/span> of a domestic corporation<\/span> in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.\n\t\t“Director<\/span>” or “officer<\/span>” means an individual<\/span> who is or was a director<\/span> or officer<\/span>, respectively, of a corporation or who, while a director<\/span> or officer<\/span> of the corporation, is or was serving at the corporation’s request as a director<\/span>, officer<\/span>, manager, partner, trustee, employee, or agent of another foreign or domestic corporation<\/span>, limited liability<\/span> company, partnership, joint venture, trust, employee benefit plan, or other entity<\/span>. A director<\/span> or officer<\/span> is considered to be serving an employee benefit plan at the corporation’s request if such person<\/span>’s duties to the corporation also impose duties on, or otherwise involve services by, such person<\/span> to the plan or to participants in or beneficiaries of the plan. “Director<\/span>” or “officer<\/span>” includes, unless the context requires otherwise, the estate or personal representative of a director<\/span> or officer<\/span>.\n\t\t“Expenses<\/span>” includes counsel<\/span> fees.\n\t\t“Liability<\/span>” means the obligation to pay a judgment<\/span>, settlement<\/span>, penalty<\/span>, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses<\/span> incurred with respect to a proceeding<\/span>.\n\t\t“Official capacity” means, (i) when used with respect to a director<\/span>, the office of director<\/span> in a corporation; or (ii) when used with respect to an officer<\/span>, as contemplated in \u00a7 13.1-881<\/a>, the office in a corporation held by the officer<\/span>. “Official capacity” does not include service for any other foreign or domestic corporation<\/span> or any partnership, joint venture, trust, employee benefit plan, or other entity<\/span>.\n\t\t“Party<\/span>” means an individual<\/span> who was, is, or is threatened to be made a named defendant<\/span> or respondent in a proceeding<\/span>.\n\t\t“Proceeding<\/span>” means any threatened, pending, or completed action, suit, or proceeding<\/span>, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-875)\n\nIn this article:\n\t\t“Corporation” includes any domestic corporation and any domestic\nor foreign predecessor entity of a domestic corporation in a merger or other\ntransaction in which the predecessor’s existence ceased upon consummation\nof the transaction.\n\t\t“Director” or “officer” means an individual who is or\nwas a director or officer, respectively, of a corporation or who, while a\ndirector or officer of the corporation, is or was serving at the\ncorporation’s request as a director, officer, manager, partner, trustee,\nemployee, or agent of another foreign or domestic corporation, limited liability\ncompany, partnership, joint venture, trust, employee benefit plan, or other\nentity. A director or officer is considered to be serving an employee benefit\nplan at the corporation’s request if such person’s duties to the\ncorporation also impose duties on, or otherwise involve services by, such person\nto the plan or to participants in or beneficiaries of the plan.\n“Director” or “officer” includes, unless the context\nrequires otherwise, the estate or personal representative of a director or\nofficer.\n\t\t“Expenses” includes counsel fees.\n\t\t“Liability” means the obligation to pay a judgment, settlement,\npenalty, fine, including any excise tax assessed with respect to an employee\nbenefit plan, or reasonable expenses incurred with respect to a proceeding.\n\t\t“Official capacity” means, (i) when used with respect to a\ndirector, the office of director in a corporation; or (ii) when used with\nrespect to an officer, as contemplated in \u00a7 13.1-881, the office in a\ncorporation held by the officer. “Official capacity” does not\ninclude service for any other foreign or domestic corporation or any\npartnership, joint venture, trust, employee benefit plan, or other entity.\n\t\t“Party” means an individual who was, is, or is threatened to be\nmade a named defendant or respondent in a proceeding.\n\t\t“Proceeding” means any threatened, pending, or completed action,\nsuit, or proceeding, whether civil, criminal, administrative, arbitrative, or\ninvestigative and whether formal or informal.\n\nHISTORY: 1985, c. 522; 2007, c. 925; 2009, c. 587.","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}}