Colorado § 7-109-103 - Mandatory indemnification of directors.
Full text of Colorado Colorado Revised Statutes § 7-109-103 — Mandatory indemnification of directors., with citation guidance and answers to common questions.
§ 7-109-103. Mandatory indemnification of directors.
Unless limited by its articles of incorporation, a corporation shall indemnify an individual who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director, against reasonable expenses incurred by the individual in connection with the proceeding.
Source: L. 93: Entire article added, p. 791, § 1, effective July 1, 1994. L. 2004: Entire section amended, p. 1501, § 266, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1938, § 39, effective July 1, 2020.
ANNOTATION
Indemnification not mandated where former director was not "wholly successful" since the jury found him liable for breaching his fiduciary duty to the corporation and the mere fact that the jury refused to award the corporation damages does not negate that finding. Quark, Inc. v. Harley, 141 F.3d 1185 (10th Cir. 1998).
Indemnification is mandated when jury found former director breached a duty to the corporation but refused to award the corporation damages because of a lack of causation, since the defense was "wholly successful". Waskel v. Guaranty Nat'l Corp., 23 P.3d 1214 (Colo. App. 2000) (declining to follow Quark, Inc. v. Harley, 141 F.3d 1185 (10th Cir. 1998)).
Source: official Colorado text · Last verified 2026-08-27
Frequently Asked Questions About Colorado § 7-109-103
What does Colorado Revised Statutes § 7-109-103 cover?
Section 7-109-103 ("Mandatory indemnification of directors.") is part of the Colorado Revised Statutes, the codified statutory law of Colorado. 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 Colorado § 7-109-103?
A common citation format is "Colorado Revised Statutes § 7-109-103" (Colorado). 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 Colorado law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Colorado official source linked on this page or consult a licensed Colorado attorney.
How does Colorado § 7-109-103 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Colorado 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 Colorado.