{"data":{"id":"us-tx/tex.-business-organizations-code-8.102","jurisdiction":"us-tx","citation":"Tex. Business Organizations Code § 8.102","heading":"GENERAL SCOPE OF PERMISSIVE INDEMNIFICATION.","body":"(a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against:\n(1) a judgment; and\n(2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding.\n(b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit:\n(1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding;\n(2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and\n(3) may not be made in relation to a proceeding in which the person has been found liable for:\n(A) wilful or intentional misconduct in the performance of the person's duty to the enterprise;\n(B) breach of the person's duty of loyalty owed to the enterprise; or\n(C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise.\n(c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.\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#8.102","current_through":"89th 2nd Called Legislative Session, 2025","vintage":"","retrieved_at":"2026-08-27T01:46:58Z","sha256":"07604ab366d7dfc960c91948e7b56100066b289909041b364c3749042ecf8fb8","source_id":"us-tx","stale":false,"prev":"us-tx/tex.-business-organizations-code-8.101","next":"us-tx/tex.-business-organizations-code-8.103"},"notice":"GroundRules: Original legal text. Not legal advice."}