{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-696.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-696.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-696.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-696.html"}],"law_id":346838,"edition_id":2,"section_id":346838,"structure_id":49792,"section_number":"13.1-696","catch_line":"Definitions","history":"Code 1950, \u00a7 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c. 522; 2005, c. 765; 2009, c. 587; 2019, c. 734.","full_text":"As used in this article:\n\n“Corporation” includes any corporation and any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.\n\n“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 entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual 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\n“Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.\n\n“Official capacity” means (i) when used with respect to a director, the office of director in a corporation and (ii) when used with respect to an officer, as contemplated in \u00a7 13.1-702, the office in a corporation held by the officer. “Official capacity” does not include service for any other entity or employee benefit plan.\n\n“Party” means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.\n\n“Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.\n\n","order_by":null,"text":{"0":{"id":1293630,"text":"As used in this article:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":""},"1":{"id":1293631,"text":"“Corporation” includes any corporation and any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"prior_prefix":"","next_prefix":""},"2":{"id":1293632,"text":"“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 entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual 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.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"prior_prefix":"","next_prefix":""},"3":{"id":1293633,"text":"“Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"prior_prefix":"","next_prefix":""},"4":{"id":1293634,"text":"“Official capacity” means (i) when used with respect to a director, the office of director in a corporation and (ii) when used with respect to an officer, as contemplated in \u00a7 13.1-702, the office in a corporation held by the officer. “Official capacity” does not include service for any other entity or employee benefit plan.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"prior_prefix":"","next_prefix":""},"5":{"id":1293635,"text":"“Party” means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"prior_prefix":"","next_prefix":""},"6":{"id":1293636,"text":"“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,"prior_prefix":""}},"ancestry":[{"id":49792,"edition_id":2,"name":"Indemnification","identifier":"10","label":"article","depth":3,"order_by":12,"parent_id":49780,"metadata":{"child_laws":10,"child_structures":0},"date_created":"2026-08-02 02:15:26","date_modified":"2026-08-02 12:29:11","permalink":{"id":1377267,"object_type":"structure","relational_id":49792,"identifier":"10","token":"13.1\/9\/10","url":"\/13.1\/9\/10\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49780,"edition_id":2,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":12,"parent_id":49726,"metadata":{"child_laws":265,"child_structures":27},"date_created":"2026-08-02 02:14:54","date_modified":"2026-08-02 12:29:09","permalink":{"id":1377165,"object_type":"structure","relational_id":49780,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346838,"structure_id":49792,"section_number":"13.1-696","catch_line":"Definitions","url":"\/13.1-696\/","token":"13.1\/9\/10\/13.1-696","metadata":{"court_decisions":""}},{"id":346839,"structure_id":49792,"section_number":"13.1-697","catch_line":"Authority to indemnify","url":"\/13.1-697\/","token":"13.1\/9\/10\/13.1-697","metadata":{"court_decisions":{"0":{"name":" .\u202f.\u202f. Alfred W. Gross, Commissioner of Insurance, State .\u202f.\u202f. ","case_number":"98-2000","citation":"217 F.3d 208","date":"2000-06-30","url":"https:\/\/www.courtlistener.com\/opinion\/769247\/alfred-w-gross-commissioner-of-insurance-state-corporation-commission\/","abstract":" .\u202f.\u202f. 217 F.3d 208 (4th Cir. 2000) .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"1":{"name":"Gross v. Weingarten","case_number":"98-2000, 98-2393, 98-2405","citation":"217 F.3d 208","date":"2000-06-30","url":"https:\/\/www.courtlistener.com\/opinion\/2967207\/gross-v-weingarten\/","abstract":" .\u202f.\u202f. Affirmed in part, reversed in part, and remanded by published opinion. Judge MICHAEL wrote the .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"}}}},{"id":346840,"structure_id":49792,"section_number":"13.1-698","catch_line":"Mandatory indemnification","url":"\/13.1-698\/","token":"13.1\/9\/10\/13.1-698","metadata":false},{"id":346841,"structure_id":49792,"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":346843,"structure_id":49792,"section_number":"13.1-700","catch_line":"Repealed","url":"\/13.1-700\/","token":"13.1\/9\/10\/13.1-700","metadata":false},{"id":346842,"structure_id":49792,"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":346844,"structure_id":49792,"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":346845,"structure_id":49792,"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":{"court_decisions":""}},{"id":346846,"structure_id":49792,"section_number":"13.1-703","catch_line":"Insurance","url":"\/13.1-703\/","token":"13.1\/9\/10\/13.1-703","metadata":{"court_decisions":""}},{"id":346847,"structure_id":49792,"section_number":"13.1-704","catch_line":"Application of article","url":"\/13.1-704\/","token":"13.1\/9\/10\/13.1-704","metadata":{"court_decisions":""}}],"next_section":{"id":346839,"structure_id":49792,"section_number":"13.1-697","catch_line":"Authority to indemnify","url":"\/13.1-697\/","token":"13.1\/9\/10\/13.1-697","metadata":{"court_decisions":{"0":{"name":" .\u202f.\u202f. Alfred W. Gross, Commissioner of Insurance, State .\u202f.\u202f. ","case_number":"98-2000","citation":"217 F.3d 208","date":"2000-06-30","url":"https:\/\/www.courtlistener.com\/opinion\/769247\/alfred-w-gross-commissioner-of-insurance-state-corporation-commission\/","abstract":" .\u202f.\u202f. 217 F.3d 208 (4th Cir. 2000) .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"1":{"name":"Gross v. Weingarten","case_number":"98-2000, 98-2393, 98-2405","citation":"217 F.3d 208","date":"2000-06-30","url":"https:\/\/www.courtlistener.com\/opinion\/2967207\/gross-v-weingarten\/","abstract":" .\u202f.\u202f. Affirmed in part, reversed in part, and remanded by published opinion. Judge MICHAEL wrote the .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"}}}},"metadata":{"court_decisions":""},"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-696\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 2009, chapter 587<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":346845,"section_number":"13.1-702","catch_line":"Advance for expenses and indemnification for officers","order_by":null,"url":"\/13.1-702\/"}],"permalink":{"id":1377269,"object_type":"law","relational_id":346838,"identifier":"13.1-696","token":"13.1\/9\/10\/13.1-696","url":"\/13.1-696\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-696\/","token":"13.1\/9\/10\/13.1-696","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-696","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this article:<\/p>

“Corporation<\/span>” includes any corporation<\/span> and any domestic<\/span> or foreign predecessor entity<\/span> of a corporation<\/span> in a merger<\/span> or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.<\/p>

“Director<\/span>” or “officer<\/span>” means an individual<\/span> who is or was a director<\/span> or officer<\/span>, respectively, of a corporation<\/span> or who, while a director<\/span> or officer<\/span> of the corporation<\/span>, is or was serving at the corporation<\/span>’s request as a director<\/span>, officer<\/span>, manager, partner, trustee, employee, or agent of another entity<\/span> or employee benefit plan. A director<\/span> or officer<\/span> is considered to be serving an employee benefit plan at the corporation<\/span>’s request if the individual<\/span>’s duties to the corporation<\/span> also impose duties on, or otherwise involve services by, the individual<\/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>.<\/p>

“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 expenses<\/span> incurred with respect to a proceeding<\/span>.<\/p>

“Official capacity<\/span>” means (i) when used with respect to a director<\/span>, the office of director<\/span> in a corporation<\/span> and (ii) when used with respect to an officer<\/span>, as contemplated in \u00a7 13.1-702<\/a>, the office in a corporation<\/span> held by the officer<\/span>. “Official capacity<\/span>” does not include service for any other entity<\/span> or employee benefit plan.<\/p>

“Party<\/span>” means an individual<\/span> who was, is, or is threatened to be made a defendant<\/span> or respondent in a proceeding<\/span>.<\/p>

“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 13.1-696)\n\nAs used in this article:\n\n“Corporation” includes any corporation and any domestic or foreign\npredecessor entity of a corporation in a merger or other transaction in which\nthe predecessor’s existence ceased upon consummation of the transaction.\n\n“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 entity or employee benefit plan. A director or\nofficer is considered to be serving an employee benefit plan at the\ncorporation’s request if the individual’s duties to the corporation\nalso impose duties on, or otherwise involve services by, the individual to the\nplan or to participants in or beneficiaries of the plan. “Director”\nor “officer” includes, unless the context requires otherwise, the\nestate or personal representative of a director or officer.\n\n“Liability” means the obligation to pay a judgment, settlement,\npenalty, fine, including any excise tax assessed with respect to an employee\nbenefit plan, or expenses incurred with respect to a proceeding.\n\n“Official capacity” means (i) when used with respect to a director,\nthe office of director in a corporation and (ii) when used with respect to an\nofficer, as contemplated in \u00a7 13.1-702, the office in a corporation held by the\nofficer. “Official capacity” does not include service for any other\nentity or employee benefit plan.\n\n“Party” means an individual who was, is, or is threatened to be made\na defendant or respondent in a proceeding.\n\n“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: Code 1950, \u00a7 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985,\nc. 522; 2005, c. 765; 2009, c. 587; 2019, c. 734.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}