South Dakota § 47-1A-856 Indemnification of officers.

South Dakota Statutes

§ 47-1A-856 — Indemnification of officers.

South Dakota § 47-1A-856

Title 47CORPORATIONS

Ch. 47-1SOUTH DAKOTA BUSINESS CORPORATION ACT

This text of South Dakota § 47-1A-856 (Indemnification of officers.) is published on Counsel Stack Legal Research, covering South Dakota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

S.D. Codified Laws § 47-1A-856 (2026).

Text

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:

(1)To the same extent as a director; and (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:

(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 (b) Liability arising out of conduct that constitutes:

(i)Receipt of a financial benefit to which the officer is not entitled;

(ii)An intentional infliction of harm on t

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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: (1) To the same extent as a director; and (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: (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 (b) Liability arising out of conduct that constitutes: (i) Receipt of a financial benefit to which the officer is not entitled; (ii) An intentional infliction of harm on the corporation or the shareholders; or (iii) An intentional violation of criminal law. The 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. An 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.