Mass. Gen. Laws » Part I Title XXII Chapter 156B
Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 67 (2026)

Indemnification of officers and directors

✓ current as of July 2026
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Section 67. Indemnification of directors, officers, employees and other agents of a corporation, and persons who serve at its request as directors, officers, employees or other agents of another organization, or who serve at its request in any capacity with respect to any employee benefit plan, may be provided by it to whatever extent shall be specified in or authorized by (i) the articles of organization or (ii) a by-law adopted by the stockholders or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Except as the articles of organization or by-laws otherwise require, indemnification of any persons referred to in the preceding sentence who are not directors of the corporation may be provided by it to the extent authorized by the directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization or no longer serves with respect to any such employee benefit plan.

No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

The absence of any express provision for indemnification shall not limit any right of indemnification existing independently of this section.

A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or other agent of another organization or with respect to any employee benefit plan, against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

Notes of Decisions
Cited in 8 cases, 1987–2009 · leading case: Demoulas v. Demoulas Super Markets, Inc., 677 N.E.2d 159 (Mass. 1997).
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Demoulas v. Demoulas Super Markets, Inc., 677 N.E.2d 159 (Mass. 1997). “” 66 Under G. L. c. 156B, § 67, and under both the DSM and Valley by-laws, Sullivan would be required to repay any legal expenses paid by the corporations if he were adjudicated not to have acted in good faith.”
Harhen v. Brown, 710 N.E.2d 224 (Mass. App. Ct. 1999). · cites it 3× “2 million in legal fees indemnifying Sawyer for his expenses in defending Federal criminal charges (see G. L. c. 156B, § 67, regarding indemnification of employees of a corporation, made available to incorporated domestic mutual insurance companies by virtue of G.”
Dynan v. Fritz, 508 N.E.2d 1371 (Mass. 1987). “22 That policy judgment has already been made to the contrary by G. L. c. 156B, § 67 (1984 ed.), which authorizes such a by-law in words which are virtually identical to what is stated in the by-law.”
Astra USA, Inc. v. Bildman, 455 Mass. 116 (Mass. 2009). “See G. L. c. 156B, § 67 (providing, in part, that corporate officers and directors may not be indemnified with respect to *142 any matter in which they have been adjudicated not to have acted in good faith toward corporation).”
Ellis v. Varney, 17 Mass. L. Rptr. 394 (Mass. Super. Ct. 2004). “Further, Chapter 156B, Section 67, which permits but does not require indemnification for corporate directors, officers and employees, provides in relevant part: *426 G.L.c. 156B, §67 (2000). Pursuant to Varney Bros.”
Astra USA, Inc. v. Bildman, 19 Mass. L. Rptr. 368 (Mass. Super. Ct. 2005). “h permits but does not require indemnification for corporate directors, officers and employees, provides in relevant part: No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have…”
Driscoll v. Thyssen Elevator, 9 Mass. L. Rptr. 16 (Mass. Super. Ct. 1998). · cites it 4× “Payne and DeMartino contend that Massachusetts law, G.L.c. 156B, §67, prohibits indemnification of corporate officers and directors who are adjudicated to have acted in bad faith.”
In Re P.J. Keating Co., 180 B.R. 18 (Bankr. D. Mass. 1995). “Mass.Gen.L. ch. 156B, § 67 provides: Indemnification of directors, officers, employees and other agents of a corporation, and persons who serve at its request as directors, officers, employees or other agents of another organization, or who serve at its request in any capacity…”
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