Arizona § 10-855 - Determination and authorization of indemnification
Full text of Arizona Arizona Revised Statutes § 10-855 — Determination and authorization of indemnification, with citation guidance and answers to common questions.
§ 10-855. Determination and authorization of indemnification
A. A corporation may not indemnify a director under section 10-851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 10-851.
B. The determination shall be made either:
1. By the board of directors by a majority vote of the directors not at the time parties to the proceeding.
2. By special legal counsel:
(a) Selected by majority vote of the disinterested directors.
(b) If there are no disinterested directors, selected by majority vote of the board.
3. By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding shall not be voted on the determination.
C. Neither special legal counsel nor any shareholder has any liability whatsoever for a determination made pursuant to this section. In voting pursuant to subsection B of this section, directors shall discharge their duty in accordance with section 10-830.
D. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection B, paragraph 2 of this section to select counsel.
Source: official Arizona text · Last verified 2026-08-27
Frequently Asked Questions About Arizona § 10-855
What does Arizona Revised Statutes § 10-855 cover?
Section 10-855 ("Determination and authorization of indemnification") is part of the Arizona Revised Statutes, the codified statutory law of Arizona. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Arizona § 10-855?
A common citation format is "Arizona Revised Statutes § 10-855" (Arizona). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Arizona law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Arizona official source linked on this page or consult a licensed Arizona attorney.
How does Arizona § 10-855 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Arizona can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Arizona.