2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 8 - DIRECTORS AND OFFICERS (§§ 14-2-801 — 14-2-870) › Part 5 - INDEMNIFICATION (§§ 14-2-850 — 14-2-859) › Section 14-2-859 - Application of part

(a)
A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification or advance funds to pay for or reimburse expenses consistent with this part. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of Code Section
14-2-853
or subsection (c) of Code Section
14-2-855
.
(b)
Any provision pursuant to subsection (a) of this Code section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders, partners, or, in the case of limited liability companies, members or managers of a predecessor of the corporation or other entity in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by paragraph (3) of subsection (a) of Code Section
14-2-1106
.
(c)
A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.
(d)
This part shall not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party.
(e)
Except as expressly provided in Code Section
14-2-857
, this part shall not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
(f)
Any provision in a corporation's articles of incorporation or bylaws or in a resolution adopted or contract approved by its board of directors or shareholders that obligates the corporation to provide indemnification to the fullest extent permitted by law shall, unless such provision or another provision in the corporation's articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders expressly provides otherwise, be deemed to obligate the corporation:
(1)
To advance funds to pay for or reimburse expenses in accordance with Code Section
14-2-853
or subsection (c) of Code Section
14-2-856
to the fullest extent permitted by law; and
(2)
To indemnify directors to the fullest extent permitted in Code Section
14-2-856
, provided that such provision is duly authorized as required in subsection (a) of Code Section
14-2-856
, and to indemnify officers to the fullest extent permitted in paragraph (2) of subsection (a) and subsection (b) of Code Section
14-2-857
.
Amended by 2016 Ga. Laws 364,§ 1-10, eff. 7/1/2016.
Amended by 2006 Ga. Laws 817,§ 5, eff. 7/1/2006.