{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-883.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-883.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-883.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-883.html"}],"law_id":59006,"edition_id":1,"section_id":59006,"structure_id":14482,"section_number":"13.1-883","catch_line":"Application of article","history":"Code 1950, \u00a7 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 1987, cc. 59, 257; 1988, c. 561; 2007, c. 925; 2010, c. 171.","full_text":"A\n\nUnless the articles of incorporation or bylaws expressly provide otherwise, any authorization of indemnification in the articles of incorporation or bylaws shall not be deemed to prevent the corporation from providing the indemnity permitted or mandated by this article. A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or contract approved by its board of directors or members, may obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with § 13.1-876 and advance funds to pay for or reimburse expenses in accordance with § 13.1-878. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection C of § 13.1-878 and subsection C of § 13.1-880.B\n\nAny corporation shall have power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the members or any resolution adopted, before or after the event, by the members, except an indemnity against (i) such person’s willful misconduct, or (ii) a knowing violation of the criminal law. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed, unless the articles of incorporation or any such bylaw or resolution expressly provides otherwise, also to obligate the corporation to advance funds to pay for or reimburse expenses to the fullest extent permitted by law in accordance with § 13.1-878 except that the applicable standard shall be conduct that does not constitute willful misconduct or a knowing violation of criminal law, rather than the standard of conduct prescribed in § 13.1-876. Unless the articles of incorporation, or any such bylaw or resolution expressly provides otherwise, any determination as to the right to any further indemnity shall be made in accordance with subsection B of § 13.1-880. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.C\n\nThe provisions of this article and Article 8 (§ 13.1-853 et seq.) of this Act shall apply to the same extent to any cooperative organized under the Code of Virginia.D\n\nNo right provided to any person pursuant to this section may be reduced or eliminated by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment.E\n\nThis article does not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.F\n\nThis article does not limit a corporation’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent who is not a director or officer.","order_by":null,"text":{"0":{"id":216339,"text":"Unless the articles of incorporation or bylaws expressly provide otherwise, any authorization of indemnification in the articles of incorporation or bylaws shall not be deemed to prevent the corporation from providing the indemnity permitted or mandated by this article. A corporation, by a provision in its articles of incorporation or bylaws or in a resolution adopted or contract approved by its board of directors or members, may obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with § 13.1-876 and advance funds to pay for or reimburse expenses in accordance with § 13.1-878. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection C of § 13.1-878 and subsection C of § 13.1-880.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":216340,"text":"Any corporation shall have power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the members or any resolution adopted, before or after the event, by the members, except an indemnity against (i) such person’s willful misconduct, or (ii) a knowing violation of the criminal law. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed, unless the articles of incorporation or any such bylaw or resolution expressly provides otherwise, also to obligate the corporation to advance funds to pay for or reimburse expenses to the fullest extent permitted by law in accordance with § 13.1-878 except that the applicable standard shall be conduct that does not constitute willful misconduct or a knowing violation of criminal law, rather than the standard of conduct prescribed in § 13.1-876. Unless the articles of incorporation, or any such bylaw or resolution expressly provides otherwise, any determination as to the right to any further indemnity shall be made in accordance with subsection B of § 13.1-880. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":216341,"text":"The provisions of this article and Article 8 (§ 13.1-853 et seq.) of this Act shall apply to the same extent to any cooperative organized under the Code of Virginia.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":216342,"text":"No right provided to any person pursuant to this section may be reduced or eliminated by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":216343,"text":"This article does not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":216344,"text":"This article does not limit a corporation’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent who is not a director or officer.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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}],"previous_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-883\/","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 689; in 1975, chapter 500; in 1981, chapter 57; in 1985, chapter 522; in 1987, chapters 59 and 257; in 1988, chapter 561; in 2007, chapter 925<\/a>; in 2010, chapter 171<\/a>.<\/p>","references":false,"refers_to":[{"id":83970,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","order_by":null,"url":"\/13.1-853\/"},{"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":78320,"section_number":"13.1-880","catch_line":"Determination and authorization of indemnification","order_by":null,"url":"\/13.1-880\/"}],"permalink":{"id":148273,"object_type":"law","relational_id":59006,"identifier":"13.1-883","token":"13.1\/10\/9\/13.1-883","url":"\/13.1-883\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-883\/","token":"13.1\/10\/9\/13.1-883","dublin_core":{"Title":"Application of article","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-883","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless the articles of incorporation<\/span> or bylaws expressly provide otherwise, any authorization of indemnification in the articles of incorporation<\/span> or bylaws shall not be deemed to prevent the corporation<\/span> from providing the indemnity permitted or mandated by this article. A corporation<\/span>, by a provision in its articles of incorporation<\/span> or bylaws or in a resolution adopted or contract<\/span> approved by its board of directors<\/span> or members<\/span>, may obligate itself in advance of the act or omission giving rise to a proceeding<\/span> to provide indemnification in accordance with § 13.1-876<\/a> and advance funds to pay for or reimburse expenses<\/span> in accordance with § 13.1-878<\/a>. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection C of § 13.1-878<\/a> and subsection C of § 13.1-880<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Any corporation<\/span> shall have power to make any further indemnity, including indemnity with respect to a proceeding<\/span> by or in the right of the corporation<\/span>, and to make additional provision for advances and reimbursement of expenses<\/span>, to any director<\/span> or officer<\/span> that may be authorized by the articles of incorporation<\/span> or any bylaw made by the members<\/span> or any resolution adopted, before or after the event, by the members<\/span>, except an indemnity against (i) such person<\/span>’s willful misconduct, or (ii) a knowing violation of the criminal law<\/span>. Any such provision that obligates the corporation<\/span> to provide indemnification to the fullest extent permitted by law<\/span> shall be deemed, unless the articles of incorporation<\/span> or any such bylaw or resolution expressly provides otherwise, also to obligate the corporation<\/span> to advance funds to pay for or reimburse expenses<\/span> to the fullest extent permitted by law<\/span> in accordance with § 13.1-878<\/a> except that the applicable standard shall be conduct that does not constitute willful misconduct or a knowing violation of criminal law<\/span>, rather than the standard of conduct prescribed in § 13.1-876<\/a>. Unless the articles of incorporation<\/span>, or any such bylaw or resolution expressly provides otherwise, any determination as to the right to any further indemnity shall be made in accordance with subsection B of § 13.1-880<\/a>. Each such indemnity may continue as to a person<\/span> who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The provisions of this article and Article 8 (§ 13.1-853<\/a> et seq.) of this Act shall apply to the same extent to any cooperative organized under the Code of Virginia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No right provided to any person<\/span> pursuant to this section may be reduced or eliminated by any amendment of the articles of incorporation<\/span> or bylaws with respect to any act or omission occurring before such amendment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> This article does not limit a corporation<\/span>’s power to pay or reimburse expenses<\/span> incurred by a director<\/span> or an officer<\/span> in connection with his appearance<\/span> as a witness<\/span> in a proceeding<\/span> at a time when he is not a party<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> This article does not limit a corporation<\/span>’s power to indemnify, advance expenses<\/span> to, or provide or maintain insurance on behalf of an employee or agent who is not a director<\/span> or officer<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAPPLICATION OF ARTICLE (\u00a7 13.1-883)\n\nA. Unless the articles of incorporation or bylaws expressly provide otherwise,\nany authorization of indemnification in the articles of incorporation or bylaws\nshall not be deemed to prevent the corporation from providing the indemnity\npermitted or mandated by this article. A corporation, by a provision in its\narticles of incorporation or bylaws or in a resolution adopted or contract\napproved by its board of directors or members, may obligate itself in advance of\nthe act or omission giving rise to a proceeding to provide indemnification in\naccordance with § 13.1-876 and advance funds to pay for or reimburse\nexpenses in accordance with § 13.1-878. Any such obligatory provision shall\nbe deemed to satisfy the requirements for authorization referred to in\nsubsection C of § 13.1-878 and subsection C of § 13.1-880.\n\nB. Any corporation shall have power to make any further indemnity, including\nindemnity with respect to a proceeding by or in the right of the corporation,\nand to make additional provision for advances and reimbursement of expenses, to\nany director or officer that may be authorized by the articles of incorporation\nor any bylaw made by the members or any resolution adopted, before or after the\nevent, by the members, except an indemnity against (i) such person’s\nwillful misconduct, or (ii) a knowing violation of the criminal law. Any such\nprovision that obligates the corporation to provide indemnification to the\nfullest extent permitted by law shall be deemed, unless the articles of\nincorporation or any such bylaw or resolution expressly provides otherwise, also\nto obligate the corporation to advance funds to pay for or reimburse expenses to\nthe fullest extent permitted by law in accordance with § 13.1-878 except\nthat the applicable standard shall be conduct that does not constitute willful\nmisconduct or a knowing violation of criminal law, rather than the standard of\nconduct prescribed in § 13.1-876. Unless the articles of incorporation, or\nany such bylaw or resolution expressly provides otherwise, any determination as\nto the right to any further indemnity shall be made in accordance with\nsubsection B of § 13.1-880. Each such indemnity may continue as to a person\nwho has ceased to have the capacity referred to above and may inure to the\nbenefit of the heirs, executors and administrators of such a person.\n\nC. The provisions of this article and Article 8 (§ 13.1-853 et seq.) of\nthis Act shall apply to the same extent to any cooperative organized under the\nCode of Virginia.\n\nD. No right provided to any person pursuant to this section may be reduced or\neliminated by any amendment of the articles of incorporation or bylaws with\nrespect to any act or omission occurring before such amendment.\n\nE. This article does not limit a corporation’s power to pay or reimburse\nexpenses incurred by a director or an officer in connection with his appearance\nas a witness in a proceeding at a time when he is not a party.\n\nF. This article does not limit a corporation’s power to indemnify, advance\nexpenses to, or provide or maintain insurance on behalf of an employee or agent\nwho is not a director or officer.\n\nHISTORY: Code 1950, \u00a7 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57;\n1985, c. 522; 1987, cc. 59, 257; 1988, c. 561; 2007, c. 925; 2010, c. 171.","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}}