Missouri Indemnification of Corporate Director

• Category: Corporations - Officers and Employees
• State: Multi-State
• Control #: US-13374BG
• Format: Word; Rich Text

Description

Indemnification is where the company reimburses a director or officer for the attorneys' fees and costs, and potentially judgments, incurred in connection with claims arising out of the director's or officer's service to the company. Missouri Indemnification of Corporate Director is a legal provision that offers protection to directors of corporations based in the state of Missouri. This provision ensures that the directors are safeguarded against personal liability and legal expenses incurred while acting in their official capacities. Under Missouri law, corporate directors can be indemnified through various types of indemnification provisions, including: 1. Mandatory Indemnification: According to the Missouri Business Corporation Act (MBC), directors are entitled to mandatory indemnification if they had acted in good faith, in the best interests of the corporation, and reasonably believed their actions were lawful. 2. Permissive Indemnification: This type of indemnification is discretionary and may be provided by the corporation in certain situations, where the director meets the criteria outlined within the corporation's articles of incorporation, bylaws, or a resolution of the board of directors. 3. Advancement of Expenses: Missouri law also allows corporations to advance expenses, such as legal fees and court costs, to directors who are involved in legal proceedings due to their corporate roles. The advancement must be repaid if it is later determined that the director is not entitled to indemnification. It is essential for corporations to carefully review their governing documents and state laws to determine the extent of indemnification available to their directors. The purpose of Missouri Indemnification of Corporate Director is to encourage individuals to serve as corporate directors, knowing that they are protected from personal liability arising from their duties. Keywords: Missouri, indemnification, corporate director, protection, personal liability, legal expenses, Missouri Business Corporation Act, mandatory indemnification, permissive indemnification, advancement of expenses.

Missouri Indemnification of Corporate Director is a legal provision that offers protection to directors of corporations based in the state of Missouri. This provision ensures that the directors are safeguarded against personal liability and legal expenses incurred while acting in their official capacities. Under Missouri law, corporate directors can be indemnified through various types of indemnification provisions, including: 1. Mandatory Indemnification: According to the Missouri Business Corporation Act (MBC), directors are entitled to mandatory indemnification if they had acted in good faith, in the best interests of the corporation, and reasonably believed their actions were lawful. 2. Permissive Indemnification: This type of indemnification is discretionary and may be provided by the corporation in certain situations, where the director meets the criteria outlined within the corporation's articles of incorporation, bylaws, or a resolution of the board of directors. 3. Advancement of Expenses: Missouri law also allows corporations to advance expenses, such as legal fees and court costs, to directors who are involved in legal proceedings due to their corporate roles. The advancement must be repaid if it is later determined that the director is not entitled to indemnification. It is essential for corporations to carefully review their governing documents and state laws to determine the extent of indemnification available to their directors. The purpose of Missouri Indemnification of Corporate Director is to encourage individuals to serve as corporate directors, knowing that they are protected from personal liability arising from their duties. Keywords: Missouri, indemnification, corporate director, protection, personal liability, legal expenses, Missouri Business Corporation Act, mandatory indemnification, permissive indemnification, advancement of expenses.