Iowa Code

Iowa Code § 490.852 (2026)

Mandatory indemnification

✓ current as of July 2026
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A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against expenses incurred by the director in connection with the proceeding. 89 Acts, ch 288, §100; 2002 Acts, ch 1154, §46, 125; 2021 Acts, ch 165, §112, 230 Referred to in §490.853, 490.854, 490.856, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801

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Notes of Decisions
Cited in 5 cases (2 in the last 5 years), 2003–2023 · leading case: In re Internet Navigator Inc., 293 B.R. 198 (Bankr. D. Iowa 2003).
In re Internet Navigator Inc., 293 B.R. 198 (Bankr. D. Iowa 2003). · cites it 18× “2d 905 (Iowa 1975), and 3) Bradley & Riley must be denied *205 payment pursuant to Iowa Code section 490.852. Bradley & Riley claim that Iowa Code section 490.”
On-Line Servs. Ltd. v. Bradley & Riley PC (In Re Internet Navigator, Inc.), 301 B.R. 1 (8th Cir. BAP 2003). “Iowa Code § 490.852 (1989). Thus, to be entitled to mandatory indemnification, a director must be “wholly successful, on the merits or otherwise,” in the underlying litigation.”
Joseph Goche v. WMG, L.C. (Iowa 2022). · cites it 6× “Goche relies on caselaw decided under Iowa Code section 490.852, the indemnity provision in the Iowa Business Corporations Act: In re Internet Navigator, Inc.”
Hora v. Hora (Iowa Ct. App. 2023). · cites it 2× “” Iowa Code § 490.852 . This provision is intended to mandate indemnification when “the proceeding is disposed of on a basis which does not involve a finding of liability.”
On-Line Servs. Ltd v. Bradley & Riley (8th Cir. BAP 2003). “Iowa Code § 490.852 (1989). Thus, to be entitled to mandatory indemnification, a director must be “wholly successful, on the merits or otherwise,” in the underlying litigation.”
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