New York Consolidated Laws

N.Y. Business Corporation Law § 721 (2026)

Nonexclusivity of statutory provisions for indemnification of directors and officers

✓ current as of May 2026

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§ 721. Nonexclusivity of statutory provisions for indemnification of
         directors and officers.
  The indemnification and advancement of expenses granted pursuant to,
or provided by, this article shall not be deemed exclusive of any other
rights to which a director or officer seeking indemnification or
advancement of expenses may be entitled, whether contained in the
certificate of incorporation or the by-laws or, when authorized by such
certificate of incorporation or by-laws, (i) a resolution of
shareholders, (ii) a resolution of directors, or (iii) an agreement
providing for such indemnification, provided that no indemnification may
be made to or on behalf of any director or officer if a judgment or
other final adjudication adverse to the director or officer establishes
that his acts were committed in bad faith or were the result of active
and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled. Nothing contained
in this article shall affect any rights to indemnification to which
corporate personnel other than directors and officers may be entitled by
contract or otherwise under law.

Notes of Decisions

Cited in 14 cases, 1991–2020 · leading case: Biondi v. Beekman Hill House Apt. Corp., 731 N.E.2d 577 (NY 2000).

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Biondi v. Beekman Hill House Apt. Corp., 731 N.E.2d 577 (NY 2000). · cites it 6× “wo issues: (1) whether public policy bars a cooperative apartment corporation from indemnifying one of its directors for punitive damages imposed on the director who, in violation of various civil rights laws, denies a proposed tenant’s sublease application on the basis of race…”

Biondi v. Beekman Hill House Apt. Corp., 257 A.D.2d 76 (N.Y. App. Div. 1999). · cites it 4× “Also at issue is whether, in any event, the jury’s findings that the director acted in bad faith and in violation of the civil rights of the successful parties in the underlying action bar him from indemnification pursuant to Business Corporation Law § 721. In late May 1995,…”

Bansbach v. Zinn, 801 N.E.2d 395 (NY 2003). “fication is prohibited, however, if a judgment or other final adjudication adverse to the director establishes that his acts were committed “in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he…”

Baker v. Health Mgmt. Sys., Inc., 772 N.E.2d 1099 (NY 2002). “Finally, we observe that our holding does not leave corporate officers and directors remediless; Business Corporation Law § 721 expressly provides that article 7 is not an exclusive remedy and, thus, corporations remain free to provide indemnification of fees on fees in bylaws,…”

Marincovich v. Dunes Hotels & Casinos, Inc., 41 A.D.3d 1006 (N.Y. App. Div. 2007). · cites it 2× “Defendant does not challenge the award of indemnification predicated under either the certificate of incorporation or Business Corporation Law §§ 722 and 723, but questions whether the indemnity agreements were valid and enforceable, entitling *1009 plaintiffs to expanded…”

Biondi v. Beekman Hill House Apt. Corp., 258 A.D.2d 76 (N.Y. App. Div. 1999). · cites it 4× “Also at issue is whether, in any event, the jury’s findings that the director acted in bad faith and in violation of the civil rights of the successful parties in the underlying action bar him from indemnification pursuant to Business Corporation Law § 721. In late May 1995,…”

Donovan v. Rothman, 253 A.D.2d 627 (N.Y. App. Div. 1998). “First, under Business Corporation Law § 721, the corporation itself may make provisions for indemnification, whether by charter, by-laws or resolution or agreement of the shareholders or directors.”

Pilipiak v. Keyes, 286 A.D.2d 231 (N.Y. App. Div. 2001). “Prior to judgment, the payment of legal fees or indemnification of the officer or director may be made so long as there is a finding, either by the shareholders or by a quorum of a disinterested board of directors, that the officer or director acted in good faith and for…”

Senise v. Am. Motor Club (In re Am. Motor Club, Inc.), 129 B.R. 981 (E.D.N.Y 1991). · cites it 2× “d: (a) since the acts for which indemnification is sought were committed in bad faith and were the result of active and deliberate dishonesty of Senise; (b) since Senise personally gained a financial profit or other advantage to which he was not legally entitled; (c) since no…”

Tulino v. Tulino, 2017 NY Slip Op 1589 (N.Y. App. Div. 2017). “*757 Article 7 of the Business Corporation Law sets forth the statutory framework for a corporation to provide indemnification for, or advancement of, expenses incurred in litigation to officers and directors (see Business Corporation Law § 721 et seq.”

Federico v. Brancato, 2020 NY Slip Op 07036 (N.Y. App. Div. 2020). “Article 7 of the Business Corporation Law sets forth the statutory framework for a corporation to provide indemnification for expenses incurred in litigation to officers and directors ( see Business Corporation Law § 721 et seq.”

Zuckerman v. Goldstein, 71 A.D.3d 576 (N.Y. App. Div. 2010). “Supreme Court concluded that plaintiff’s entitlement to indemnification would be predicated on a finding, after a hearing, that he had acted in good faith and in the best *577 interests of the corporation (see Business Corporation Law § 721 et seg.). Plaintiff alleges error,…”

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