{"data":{"id":"us-az/a.r.s.-10-856","jurisdiction":"us-az","citation":"A.R.S. § 10-856","heading":"Indemnification of officers","body":"A. A corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation as follows:\n\n1. To the same extent as a director.\n\n2. If the individual is an officer but not a director, to the further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:\n\n(a) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding.\n\n(b) Liability arising out of conduct that constitutes:\n\n(i) Receipt by the officer of a financial benefit to which the officer is not entitled.\n\n(ii) An intentional infliction of harm on the corporation or the shareholders.\n\n(iii) An intentional violation of criminal law.\n\nB. Subsection A, paragraph 2 of this section applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.\n\nC. An officer of a corporation who is not a director is entitled to mandatory indemnification under section 10-852, subsection A and may apply to a court under section 10-854 for indemnification or an advance for expenses, in each case to the same extent to which a director is entitled to indemnification or advance for expenses under those sections.","path":["Title 10 Corporations and Associations"],"source_url":"https://www.azleg.gov/ars/10/00856.htm","current_through":"2026-09-04","vintage":"2026-08-09","retrieved_at":"2026-09-04T00:49:56Z","sha256":"df788a39d14785d5dd39a877e359855bb99119a87131cfc25986c74a610ff4cb","source_id":"us-az","stale":true,"prev":"us-az/a.r.s.-10-855","next":"us-az/a.r.s.-10-857"},"notice":"GroundRules: Original legal text. Not legal advice."}