Tex. Bus. Orgs. Code § 8.101 · Subchapter C. PERMISSIVE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
PERMISSIVE INDEMNIFICATION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that:
(1) the person:
(A) acted in good faith;
(B) reasonably believed:
(i) in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests; and
(ii) in any other case, that the person's conduct was not opposed to the enterprise's best interests; and
(C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful;
(2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and
(3) indemnification should be paid.
(b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.
(c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.
(d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by:
(1) judgment;
(2) order;
(3) settlement;
(4) conviction; or
(5) a plea of nolo contendere or its equivalent.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.8.htm
- Text hash
- sha256 53d6167812496bd350cb808d7fa854132786fd272bc096283f2595aaa9f741e7
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Cited by 3 provisions
Provisions in this library whose text cites Tex. Bus. Orgs. Code § 8.101. Each shows the citation as that text prints it.
Business Organizations Code
- Tex. Bus. Orgs. Code § 8.052COURT-ORDERED INDEMNIFICATION.Printed as Section 8.101
- Tex. Bus. Orgs. Code § 8.103MANNER FOR DETERMINING PERMISSIVE INDEMNIFICATION.Printed as Section 8.101(a) | Section 8.101(a)(1) | Section 8.101(a)(2) | Section 8.101(a)(3) | Sections 8.101(a)(1)
- Tex. Bus. Orgs. Code § 8.104ADVANCEMENT OF EXPENSES TO PRESENT GOVERNING PERSONS OR DELEGATES.Printed as Section 8.101(a)
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.