Colorado § 7-109-104 Advance of expenses to directors

Colorado Statutes

§ 7-109-104 — Advance of expenses to directors

Colorado § 7-109-104

Title 07Corporations

Art.Indemnification

This text of Colorado § 7-109-104 (Advance of expenses to directors) is published on Counsel Stack Legal Research, covering Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Colo. Rev. Stat. § 7-109-104 (2026).

Text

(1)A corporation may, before final disposition of a proceeding, pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because that person is a director if:

(a)The director delivers to the corporation a written affirmation of the director's good faith belief that:

(I)The director has met the relevant standard of conduct described in section 7-109-102; or

(II)The proceeding involves conduct for which liability has been eliminated under a provision in the articles of incorporation as authorized by section 7-102-102

(2)(d); and

(b)The director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification

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(1) A corporation may, before
final disposition of a proceeding, pay for or reimburse the reasonable expenses
incurred by an individual who is a party to a proceeding because that person is a
director if:

(a) The director delivers to the corporation a written affirmation of the
director's good faith belief that:

(I) The director has met the relevant standard of conduct described in
section 7-109-102; or

(II) The proceeding involves conduct for which liability has been eliminated
under a provision in the articles of incorporation as authorized by section 7-102-102
(2)(d); and

(b) The director delivers to the corporation a written undertaking, executed
personally or on the director's behalf, to repay any funds advanced if the director is
not entitled to mandatory indemnification under section 7-109-103 and it is
ultimately determined under section 7-109-105 or 7-109-106 that the director has
not met the relevant standard of conduct described in section 7-109-102.

(2) The undertaking required by subsection (1)(b) of this section is an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.

(3) Authorizations of payments under this section shall be made in the
manner specified in section 7-109-106.

Legislative History

Source: L. 93: Entire article added, p. 791, � 1, effective July 1, 1994. L. 2004: (1) amended, p. 1501, � 267, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1938, � 40, effective July 1, 2020.