Tarrant Texas Articles of Incorporation with Indemnification

Name: Tarrant Texas Articles of Incorporation with Indemnification
Brand: US Legal Forms
Rating: 4.58 (400 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

Tarrant

Control #:

US-CC-17-124C

Format:

Instant download

Description

This sample form, a detailed Articles of Incorporation, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

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How to fill out Tarrant Texas Articles Of Incorporation With Indemnification?

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FAQ

Owners of corporations and limited liability companies can have statutory and contractual obligations to indemnify officers, directors, managers, and members for legal fees incurred in defending litigation.

That it is non-exclusive (i.e., that indemnification and advancement of expenses under provisions in the company's articles of incorporation and bylaws is also available).

Currently, under section 310 of the Companies Act 1985 (1985 Act), companies cannot exempt directors and auditors from, or indemnify them against, liability where they are negligent, in default, or in breach of duty or trust.

The most important part of an indemnification clause is that it protects the indemnified party from lawsuits filed by third parties. This protection is important because damaged parties are still able to pursue compensation for their losses even if this clause isn't in the contract.

Under Section 145(c) of the Delaware General Corporation Law (DGCL), Delaware corporations are required, in certain circumstances, to indemnify directors and officers of the corporation for costs incurred in connection with litigation and other proceedings arising from the official's corporate role, including attorneys

A director's or officer's right to indemnification and advancement of expenses is subject to the company's ability to pay, and several legal limitations. Bankruptcy Law Limits. Claims against directors and officers more frequently occur when the company is under financial distress that leads to bankruptcy.

For instance, under section 124 of the Canada Business Corporations Act (CBCA), corporations are allowed (but are not required) to indemnify directors and officers for expenses related to any legal costs resulting from their association with the corporation.

In contrast, Delaware law does not allow corporations to indemnify directors and officers if they are found to have acted in bad faith. Thus, Delaware courts have stated that the boundaries for indemnification are 'success' and 'bad faith.

An indemnification clause is not mandatory for a contract to be valid. If there is no indemnification clause, then the parties will not be entitled to any contractual indemnification.

A legal term that means one party agrees to compensate another party for loss or damage that has already occurred, or guarantees, through a contractual agreement, to repay another party for loss or damage that occurs in the future. Indemnification clauses are common in corporations and LLCs.

More info

180.0852 Corporation may limit indemnification. A corporation's articles of incorporation may limit its obligation to indemnify under s. 180.0851.

Tarrant Texas Articles of Incorporation with Indemnification

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How to fill out Tarrant Texas Articles Of Incorporation With Indemnification?

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FAQ

What is mandatory indemnification?

Can a corporation's articles of incorporation provide for the indemnification of directors legal expenses?

When can a company not indemnify its directors?

Do I need an indemnification clause?

Does Dgcl require indemnification?

Do directors have the right to indemnification?

In which situation can a corporation legally indemnify a director in Canada?

What are the limits of indemnification of corporate officers and directors under Delaware law?

What happens if there is no indemnification clause?

What does it mean to be indemnified by a corporation?

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