{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-879.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-879.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-879.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-879.1.html"}],"law_id":85348,"edition_id":1,"section_id":85348,"structure_id":14482,"section_number":"13.1-879.1","catch_line":"Court orders for advances, reimbursement or indemnification","history":"1987, cc. 59, 257; 2007, c. 925.","full_text":"A\n\nAn individual who is made a party to a proceeding because he is a director of the corporation may apply to a court for an order directing the corporation to make advances or reimbursement for expenses, or to provide indemnification. Such application may be made to the court conducting the proceeding or to another court of competent jurisdiction.B\n\nThe court shall order the corporation to make advances, reimbursement, or both, for expenses or to provide indemnification if it determines that the director is entitled to such advances, reimbursement or indemnification and shall also order the corporation to pay the director’s reasonable expenses incurred to obtain the order.C\n\nWith respect to a proceeding by or in the right of the corporation, the court may (i) order indemnification of the director to the extent of the director’s reasonable expenses if it determines that, considering all the relevant circumstances, the director is entitled to indemnification even though he was adjudged liable to the corporation and (ii) also order the corporation to pay the director’s reasonable expenses incurred to obtain the order of indemnification.D\n\nNeither (i) the failure of the corporation, including its board of directors, its independent legal counsel and its members, to have made an independent determination prior to the commencement of any action permitted by this section that the applying director is entitled to receive advances, reimbursement, or both, nor (ii) the determination by the corporation, including its board of directors, its independent legal counsel and its members, that the applying director is not entitled to receive advances and\/or reimbursement or indemnification shall create a presumption to that effect or otherwise of itself be a defense to that director’s application for advances for expenses, reimbursement or indemnification.","order_by":null,"text":{"0":{"id":305771,"text":"An individual who is made a party to a proceeding because he is a director of the corporation may apply to a court for an order directing the corporation to make advances or reimbursement for expenses, or to provide indemnification. Such application may be made to the court conducting the proceeding or to another court of competent jurisdiction.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":305772,"text":"The court shall order the corporation to make advances, reimbursement, or both, for expenses or to provide indemnification if it determines that the director is entitled to such advances, reimbursement or indemnification and shall also order the corporation to pay the director’s reasonable expenses incurred to obtain the order.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":305773,"text":"With respect to a proceeding by or in the right of the corporation, the court may (i) order indemnification of the director to the extent of the director’s reasonable expenses if it determines that, considering all the relevant circumstances, the director is entitled to indemnification even though he was adjudged liable to the corporation and (ii) also order the corporation to pay the director’s reasonable expenses incurred to obtain the order of indemnification.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":305774,"text":"Neither (i) the failure of the corporation, including its board of directors, its independent legal counsel and its members, to have made an independent determination prior to the commencement of any action permitted by this section that the applying director is entitled to receive advances, reimbursement, or both, nor (ii) the determination by the corporation, including its board of directors, its independent legal counsel and its members, that the applying director is not entitled to receive advances and\/or reimbursement or indemnification shall create a presumption to that effect or otherwise of itself be a defense to that director’s application for advances for expenses, reimbursement or indemnification.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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 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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 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indemnification","url":"\/13.1-880\/","token":"13.1\/10\/9\/13.1-880","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-879.1\/","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 1 time. 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. That modification is as follows: in 2007, chapter 925<\/a>.<\/p>","references":[{"id":81318,"section_number":"13.1-876","catch_line":"Authority to indemnify","order_by":null,"url":"\/13.1-876\/"},{"id":68983,"section_number":"13.1-878","catch_line":"Advance for expenses","order_by":null,"url":"\/13.1-878\/"},{"id":72562,"section_number":"13.1-881","catch_line":"Indemnification of officers","order_by":null,"url":"\/13.1-881\/"}],"refers_to":false,"permalink":{"id":148257,"object_type":"law","relational_id":85348,"identifier":"13.1-879.1","token":"13.1\/10\/9\/13.1-879.1","url":"\/13.1-879.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-879.1\/","token":"13.1\/10\/9\/13.1-879.1","dublin_core":{"Title":"Court orders for advances, reimbursement or indemnification","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-879.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> An individual<\/span> who is made a party<\/span> to a proceeding<\/span> because he is a director<\/span> of the corporation<\/span> may apply to a court<\/span> for an order<\/span> directing the corporation<\/span> to make advances or reimbursement for expenses<\/span>, or to provide indemnification. Such application may be made to the court<\/span> conducting the proceeding<\/span> or to another court<\/span> of competent jurisdiction<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The court<\/span> shall order<\/span> the corporation<\/span> to make advances, reimbursement, or both, for expenses<\/span> or to provide indemnification if it determines that the director<\/span> is entitled to such advances, reimbursement or indemnification and shall also order<\/span> the corporation<\/span> to pay the director<\/span>’s reasonable expenses<\/span> incurred to obtain the order<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> With respect to a proceeding<\/span> by or in the right of the corporation<\/span>, the court<\/span> may (i) order<\/span> indemnification of the director<\/span> to the extent of the director<\/span>’s reasonable expenses<\/span> if it determines that, considering all the relevant circumstances, the director<\/span> is entitled to indemnification even though he was adjudged liable to the corporation<\/span> and (ii) also order<\/span> the corporation<\/span> to pay the director<\/span>’s reasonable expenses<\/span> incurred to obtain the order<\/span> of indemnification. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Neither (i) the failure of the corporation<\/span>, including its board of directors<\/span>, its independent legal counsel<\/span> and its members<\/span>, to have made an independent determination prior to the commencement of any action permitted by this section that the applying director<\/span> is entitled to receive advances, reimbursement, or both, nor (ii) the determination by the corporation<\/span>, including its board of directors<\/span>, its independent legal counsel<\/span> and its members<\/span>, that the applying director<\/span> is not entitled to receive advances and\/or 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 advances for expenses<\/span>, reimbursement or indemnification. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOURT ORDERS FOR ADVANCES, REIMBURSEMENT OR INDEMNIFICATION (\u00a7 13.1-879.1)\n\nA. An individual who is made a party to a proceeding because he is a director of\nthe corporation may apply to a court for an order directing the corporation to\nmake advances or reimbursement for expenses, or to provide indemnification. Such\napplication may be made to the court conducting the proceeding or to another\ncourt of competent jurisdiction.\n\nB. The court shall order the corporation to make advances, reimbursement, or\nboth, for expenses or to provide indemnification if it determines that the\ndirector is entitled to such advances, reimbursement or indemnification and\nshall also order the corporation to pay the director’s reasonable expenses\nincurred to obtain the order.\n\nC. With respect to a proceeding by or in the right of the corporation, the court\nmay (i) order indemnification of the director to the extent of the\ndirector’s reasonable expenses if it determines that, considering all the\nrelevant circumstances, the director is entitled to indemnification even though\nhe was adjudged liable to the corporation and (ii) also order the corporation to\npay the director’s reasonable expenses incurred to obtain the order of\nindemnification.\n\nD. Neither (i) the failure of the corporation, including its board of directors,\nits independent legal counsel and its members, to have made an independent\ndetermination prior to the commencement of any action permitted by this section\nthat the applying director is entitled to receive advances, reimbursement, or\nboth, nor (ii) the determination by the corporation, including its board of\ndirectors, its independent legal counsel and its members, that the applying\ndirector is not entitled to receive advances and\/or reimbursement or\nindemnification shall create a presumption to that effect or otherwise of itself\nbe a defense to that director’s application for advances for expenses,\nreimbursement or indemnification.\n\nHISTORY: 1987, cc. 59, 257; 2007, c. 925.","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}}