Utah Code » Title 16, Chapter 10a — Utah Revised Business Corporation Act; part 16-10a-9 — Indemnification
Utah Code

Utah Code § 16-10a-905 (2026)

Court-ordered indemnification of directors

✓ current as of May 2026
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Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:

if the court determines that the director is entitled to mandatory indemnification under Section 16-10a-903, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; and
if the court determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the applicable standard of conduct set forth in Section 16-10a-902 or was adjudged liable as described in Subsection 16-10a-902(4), the court may order indemnification as the court determines to be proper, except that the indemnification with respect to any proceeding in which liability has been adjudged in the circumstances described in Subsection 16-10a-902(4) is limited to reasonable expenses incurred.
Notes of Decisions
Cited in 2 cases, 2013–2013 · leading case: Strohm v. Clearone Commc'ns, Inc., 2013 UT 21 (Utah 2013).
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Strohm v. Clearone Commc'ns, Inc., 2013 UT 21 (Utah 2013). “§§ 16-10a-905, -907. Thus, corporations may be required to indemnify an officer even when that officer has acted in a manner that is contrary to section 902's standard of conduct.”
Strohm v. ClearOne, 2013 UT 21 (Utah 2013). “§§ 16-10a-905, -907. Thus, corporations may be re- quired to indemnify an officer even when that officer has acted in a manner that is contrary to section 902‘s standard of conduct.”
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