{"data":{"id":"us-sd/sdcl-47-1a-856","jurisdiction":"us-sd","citation":"SDCL § 47-1A-856","heading":"Indemnification of officers.","body":"A corporation may indemnify and advance expenses under §§ 47-1A-850 to 47-1A-859, inclusive, to an officer of the corporation who is a party to a proceeding by reason of being an officer of the corporation:\n(1) To the same extent as a director; and\n(2) If the officer is not also a director, to such 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(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; or\n(b) Liability arising out of conduct that constitutes:\n(i) Receipt of a financial benefit to which the officer is not entitled;\n(ii) An intentional infliction of harm on the corporation or the shareholders; or\n(iii) An intentional violation of criminal law.\nThe provisions of subdivision (2) apply 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.\nAn officer of a corporation who is not also a director is entitled to mandatory indemnification under § 47-1A-852, and may apply to a court under § 47-1A-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.","path":["TITLE 47. CORPORATIONS","CHAPTER 47-1A. SOUTH DAKOTA BUSINESS CORPORATION ACT"],"source_url":"https://sdlegislature.gov/Statutes/47-1A-856","current_through":"2026-08-31","vintage":"","retrieved_at":"2026-09-03T15:18:57Z","sha256":"80b968da46ac31a040f2a076b9058f558e7bbf5ce1af4247562b12b992583923","source_id":"us-sd","stale":true,"prev":"us-sd/sdcl-47-1a-855","next":"us-sd/sdcl-47-1a-857"},"notice":"GroundRules: Original legal text. Not legal advice."}