{"data":{"id":"us-me/13-c-m.r.s.-857","jurisdiction":"us-me","citation":"13-C M.R.S. §857","heading":"Indemnification of officers","body":"1.  Permissible scope.  A corporation may indemnify and advance expenses under this subchapter to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation:\nA.  To the same extent as a director; and\nB.  If the officer is an officer but not a director, to such further extent as may be provided by the corporation's articles of incorporation, the bylaws, a resolution of the corporation's board of directors or a contract except for:\n(1)  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; or\n(2)  Liability arising out of conduct that constitutes:\n(a)  Receipt by the officer of a financial benefit to which the officer is not entitled;\n(b)  An intentional infliction of harm on the corporation or the shareholders; or\n(c)  An intentional violation of criminal law.\n2.  Dual capacity.  Subsection 1, paragraph B 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.\n3.  Mandatory indemnification.  An officer who is not a director is entitled to mandatory indemnification under section 853 and may apply to a court under section 855 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions.","path":["TITLE 13-C: MAINE BUSINESS CORPORATION ACT","CHAPTER 8: DIRECTORS AND OFFICERS","SUBCHAPTER 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES"],"source_url":"https://legislature.maine.gov/statutes/13-C/title13-Csec857.html","current_through":"October 1, 2025","vintage":"","retrieved_at":"2026-09-04T15:12:27Z","sha256":"1844365fbda067ba58867a263624e3f3d3440465d9ac86ccf8e288b5dbfd38f5","source_id":"us-me","stale":false,"prev":"us-me/13-c-m.r.s.-856","next":"us-me/13-c-m.r.s.-858"},"notice":"GroundRules: Original legal text. Not legal advice."}