New York Consolidated Laws
N.Y. Business Corporation Law § 724 (2026)
Indemnification of directors and officers by a court
✓ current as of May 2026
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§ 724. Indemnification of directors and officers by a court. (a) Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or of the shareholders in the specific case under section 723 (Payment of indemnification other than by court award), indemnification shall be awarded by a court to the extent authorized under section 722 (Authorization for indemnification of directors and officers), and paragraph (a) of section 723. Application therefor may be made, in every case, either: (1) In the civil action or proceeding in which the expenses were incurred or other amounts were paid, or (2) To the supreme court in a separate proceeding, in which case the application shall set forth the disposition of any previous application made to any court for the same or similar relief and also reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were incurred or other amounts were paid. (b) The application shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of a court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require. (c) Where indemnification is sought by judicial action, the court may allow a person such reasonable expenses, including attorneys' fees, during the pendency of the litigation as are necessary in connection with his defense therein, if the court shall find that the defendant has by his pleadings or during the course of the litigation raised genuine issues of fact or law.
Notes of Decisions
Cited in 14
cases, 1988–2020 · leading case: Lemle v. Lemle, 92 A.D.3d 494 (N.Y. App. Div. 2012).
Lemle v. Lemle, 92 A.D.3d 494 (N.Y. App. Div. 2012). “In addition, plaintiff sought a preliminary injunction prohibiting the individual defendants from using corporate funds to pay their litigation expenses, and the individual defendants cross-moved pursuant to Business Corporation Law § 724 (c) for advancement of those expenses.”
Baker v. Health Mgmt. Sys., Inc., 772 N.E.2d 1099 (N.Y. 2002). “In November 1998, Siegel moved, pursuant to Business Corporation Law § 724 and HMS’s bylaws, for indemnification of his legal fees, claiming $84,784.”
Federico v. Brancato, 2020 NY Slip Op 07036 (N.Y. App. Div. 2020). “The order dated July 10, 2018, granted the motion of the defendant Anthony Brancato, individually and as executor of the estate of Roseann Bracato, pursuant to Business Corporation Law § 724, to be indemnified by Challenge Graphics Services, Inc.”
Tulino v. Tulino, 2017 NY Slip Op 1589 (N.Y. App. Div. 2017). “Thereafter, the decedent moved, pursuant to Business Corporation Law § 724, to be indemnified for the attorney’s fees he incurred in connection with this action.”
Hargett v. Town of Ticonderoga, 31 Misc. 3d 443 (N.Y. Sup. Ct. 2010). “the Court of Appeals considered the “fees on fees” issue in the context of a provision in Business Corporation Law § 723 (a) which mandates the indemnification of an officer or director who successfully defends an action brought against him because of his corporate position,…”
Brittania 54 Hotel Corp. v. Freid, 251 A.D.2d 49 (N.Y. App. Div. 1998). “), entered January 13, 1998, which denied defendant’s motion for an order pursuant to Business Corporation Law § 724 award *50 ing him, during the pendency of the litigation, such reasonable expenses as are necessary in connection with his defense of the action, including…”
Vasinkevich v. Elm Drugs, 208 A.D.2d 522 (N.Y. App. Div. 1994). “In addition, the defendants demonstrated that the plaintiff’s request to inspect shareholder lists and books and records in order to value the stock of Elm, was made in bad faith in light of the shareholder’s agreement which contained the names of all shareholders and an…”
136 East 56th Street Owners, Inc. v. Darnet Realty Assocs., 248 A.D.2d 327 (N.Y. App. Div. 1998). “), defendants having previously succeeded in obtaining the dismissal of the fraud and certain breach of lease of claims, and having presently succeeded in opposing plaintiffs attempt to add a RICO claim (see, Sierra Rutile v Katz, 1997 US Dist LEXIS 11018 , *7 [SD NY, July 31,…”
Mercado v. COES FX, Inc., 12 Misc. 3d 766 (N.Y. Sup. Ct. 2006). “(See, Business Corporation Law § 723 [a].) Furthermore, under Business Corporation Law § 724 (c), courts are authorized to order indemnification of present or former corporate directors against litigation expenses, notwithstanding the corporation’s refusal to do so.”
Federico v. Brancato (N.Y. Sup. Ct. 2017). “No indemnification may be awarded by a court, however, if it would be inconsistent with a corporate provision disallowing indemnification, or otherwise limiting it, in effect at the time of the accrual of the cause of action [*3] asserted in the action or proceeding in which the…”
Tilden of New Jersey, Inc. v. Regency Leasing Sys., Inc., 237 A.D.2d 431 (N.Y. App. Div. 1997). “), entered March 21, 1996, which denied his motion pursuant to Business Corporation Law § 724 for indemnification pendente lite from the defendant Regency Leasing Systems, Inc.”
Bear, Stearns & Co. v. D. F. King & Co., 243 A.D.2d 252 (N.Y. App. Div. 1997). “), entered March 21, 1997, granting defendant Cronin’s motion for interim indemnification pursuant to Business Corporation Law § 724, unanimously reversed, on the law, with costs, and the motion for interim indemnification denied.”
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