{"data":{"id":"us-tx/tex.-business-organizations-code-8.101","jurisdiction":"us-tx","citation":"Tex. Business Organizations Code § 8.101","heading":"PERMISSIVE INDEMNIFICATION.","body":"(a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that:\n(1) the person:\n(A) acted in good faith;\n(B) reasonably believed:\n(i) in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests; and\n(ii) in any other case, that the person's conduct was not opposed to the enterprise's best interests; and\n(C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful;\n(2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and\n(3) indemnification should be paid.\n(b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise.\n(c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise.\n(d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by:\n(1) judgment;\n(2) order;\n(3) settlement;\n(4) conviction; or\n(5) a plea of nolo contendere or its equivalent.\nActs 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.","path":["BUSINESS ORGANIZATIONS CODE","TITLE 1. GENERAL PROVISIONS","CHAPTER 8. INDEMNIFICATION AND INSURANCE","SUBCHAPTER C. PERMISSIVE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES"],"source_url":"https://statutes.capitol.texas.gov/Docs/BO/htm/BO.8.htm#8.101","current_through":"89th 2nd Called Legislative Session, 2025","vintage":"","retrieved_at":"2026-08-27T01:46:58Z","sha256":"bc69f1d6b18e97b4599beb300455017fd2ef6a0753af08cca9eeab4e9cf61619","source_id":"us-tx","stale":false,"prev":"us-tx/tex.-business-organizations-code-8.052","next":"us-tx/tex.-business-organizations-code-8.102"},"notice":"GroundRules: Original legal text. Not legal advice."}