Virginia Code

Va. Code Ann. § 13.1-698 (2026)

Mandatory indemnification

✓ current as of May 2026
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Unless limited by its articles of incorporation, 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.

Code 1950, § 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c. 522; 2019, c. 734.

Notes of Decisions
Cited in 3 cases, 1994–2016 · leading case: Skretvedt v. Kouri, 445 S.E.2d 481 (Va. 1994).
Skretvedt v. Kouri, 445 S.E.2d 481 (Va. 1994). · cites it 4× “, Code §§ 13.1-698, -702. In my opinion, the provision in issue here establishes the right of a partner to receive interest for advances to the partnership, subject to any agreement to the contrary between the partners, and also establishes the right of a partner to receive that…”
In re Health Diagnostic Lab'y, Inc., 557 B.R. 885 (Bankr. E.D. Va. 2016). · cites it 2× “See Va. Code Ann. § 13.1-698 . The relationship between a corporation and its shareholders is a contractual one.”
Weingarten v. Gross, 563 S.E.2d 771 (Va. 2002). · cites it 6× “In this appeal of right from a final order of the State Corporation Commission (the “Commission”), we consider whether a claim for mandatory indemnification, pursuant to Code § 13.1-698, is entitled to be paid as “costs and expenses of administration,” pursuant to Code § 38.”
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